10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14667

WMI Holdings Corp.

(Exact name of registrant as specified in its charter)

Washington	91-1653725
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
1201 THIRD AVENUE, SUITE 3000 SEATTLE, WASHINGTON	98101
(Address of principal executive offices)	(Zip Code)

(206) 432-8887

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    x  Yes    ¨  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock $0.00001 par value	201,156,078
(Class)	(Outstanding at May 9, 2013)

EXPLANATORY NOTE

On September 26, 2008, Washington Mutual, Inc. (“WMI”) filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). That certain Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, as amended, modified or supplemented (the “Plan”) was confirmed by the Bankruptcy Court on February 24, 2012 and became effective on March 19, 2012, the date on which we emerged from bankruptcy (the “Effective Date”), with a new board of directors and certain new officers. On the Effective Date, we also changed our corporate name to WMI Holdings Corp. (“WMIHC”) and we are a successor to WMI.

In connection with the Plan becoming effective, among other things:

• approximately $6.5 billion was distributed to parties-in-interest on account of their allowed claims;

• WMIHC received $75.0 million in cash from certain creditors;

• WMIHC obtained access to a $125.0 million senior credit facility, approximately $25.0 million of which can be used for working capital and $100.0 million of which can be utilized in addition to the amount available for working capital for certain acquisitions and originations, subject to certain criteria and conditions set forth in the Financing Agreement (see Note 10: Financing Arrangements to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q);

• WMIHC issued: (a) $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee; and (b) issued $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee; and with limited exceptions the Runoff Notes are solely the obligation of WMIHC’s wholly-owned subsidiary WM Mortgage Reinsurance Company, Inc. and are nonrecourse to WMIHC (see Note 9: Notes Payable to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q);

• WMIHC issued 200,000,000 shares of common stock, of which 194,670,501 shares were issued to new WMIHC shareholders and 5,329,499 shares of common stock were issued and deposited into a Disputed Equity Escrow (as defined in the Plan); and

• based on our analysis, we believe WMIHC experienced an ownership change under Section 382 of the Internal Revenue Code (the “Code”). Prior to emergence, WMI abandoned the stock of Washington Mutual Bank, thereby generating a worthless stock deduction of approximately $8.37 billion, which gives rise to a net operating loss carry forward (“NOL”) for the year ended December 31, 2012. We believe that the total available and utilizable NOL carry forward at December 31, 2012 was approximately $5.97 billion and at March 31, 2013 there was no limit under Section 382 of the Code on the use of these NOLs (see Note 7: Federal Income Taxes to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q).

During the bankruptcy, WMI adopted so-called “Modified Exchange Act Reporting” under the Securities and Exchange Commission (the “SEC”) Staff’s Legal Bulletin No. 2 (“SLB 2”). Upon emergence from bankruptcy, WMIHC continues to rely upon the guidance set forth in SLB 2 and we filed as of the Effective Date a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. As provided under the SLB 2 Modified Exchange Act Reporting, WMIHC resumed filing periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for all periods after the Effective Date of the Plan. Subsequent to the Effective Date, we have resumed filing our Exchange Act periodic reports and have timely filed our Form 10-Q for the quarter ended June 30, 2012, Form 10-Q for the quarter ended September 30, 2012, Form 10-K for the year ended December 31, 2012, and we are now filing our Form 10-Q for the quarter ended March 31, 2013.

As part of the bankruptcy, WMI Liquidating Trust (the “Trust”) was formed for the purpose of holding, managing and administering the “Liquidating Trust Assets” (as defined in the Plan) on behalf of the Trusts’s beneficiaries, and distributing the proceeds thereof to such beneficiaries. Previously, the Trust filed certain documents with the SEC under the same Commission File Number as WMIHC, and now files documents under Commission File Number 000-54922. With respect to those filings, WMIHC had no control over the Trusts’ filings with the SEC, and disclaims any responsibility for those filings, including the content thereof.

1

Forward-Looking Statements

Certain information included in this Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and 21E of the Exchange Act. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward- looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “strategy,” “future,” “opportunity,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Some of these risks are identified and discussed under Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ending December 31, 2012. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and we do not undertake to update any forward-looking statement, except as required by law.

* * * * *

As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, (i) the terms “we,” “us,” “our,” “Successor,” or “Company” refer collectively to WMI Holdings Corp. and its consolidated subsidiaries; (ii) “WMIHC” refers only to WMI Holdings Corp., without regard to its subsidiaries; (iii) “WMMRC” means WM Mortgage Reinsurance Company, Inc. (a wholly-owned subsidiary of WMIHC); and (iv) “WMIIC” means WMI Investment Corp. (a wholly-owned subsidiary of WMIHC).

2

WMI HOLDINGS CORP.

FORM 10-Q

INDEX

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	40
Item 4. Controls and Procedures.	40
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.	41
Item 1A. Risk Factors.	41
Item 6. Exhibits.	42
SIGNATURES	43

3

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

WMI HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

as of March 31, 2013 and December 31, 2012

(in thousands, except share data)

(Unaudited)

	March 31,     2013			December 31,     2012
ASSETS
Investments held in trust, at fair value:
Fixed-maturity securities	$	197,948		$	201,660
Cash equivalents held in trust		15,879			17,019
Total investments held in trust		213,827			218,679
Cash and cash equivalents		9,534			16,761
Fixed-maturity securities, at fair value		83,599			75,809
Restricted cash		164			25,169
Accrued investment income		1,609			1,698
Other assets		1,765			1,800
Total assets	$	310,498		$	339,916
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable - principal	$	115,701		$	136,272
Notes payable - interest		1,253			1,476
Losses and loss adjustment reserves		78,399			82,524
Losses payable		2,384			2,140
Unearned premiums		194			225
Accrued ceding commissions		118			136
Loss contract fair market value reserve		51,230			52,217
Other liabilities		599			536
Total liabilities		249,878			275,526
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.00001 par value, 5,000,000 authorized, zero outstanding as of March 31, 2013 and December 31, 2012		—			—
Common stock, $0.00001 par value; 500,000,000 authorized, 201,156,078 shares issued and outstanding as of March 31, 2013 and December 31, 2012		2			2
Additional paid-in capital		76,787			76,741
Retained earnings		(16,169	)		(12,353	)
Total shareholders’ equity		60,620			64,390
Total liabilities and shareholders’ equity	$	310,498		$	339,916

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

WMI HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

for the periods ended March 31, 2013 and March 31, 2012

(in thousands, except per share amounts)

(Unaudited)

	Successor			Successor		Predecessor
	Three Months Ended March 31, 2013			Period from March 20, 2012 through March 31, 2012		Period from January 1, 2012 through March 19, 2012
Revenues:
Premiums earned	$	3,405		$	1,019	$	6,177
Net investment income		696			903		3,172
Total revenues		4,101			1,922		9,349
Expenses:
Losses and loss adjustment expenses		2,914			613		11,467
Ceding commission expense		364			117		768
General and administrative expenses		1,420			157		547
Loss contract reserve fair market value change		(987	)		—		—
Interest expense		4,206			563		—
Total expenses		7,917			1,450		12,782
(Loss) income before federal income taxes		(3,816	)		472		(3,433	)
Income tax expense (benefit)		—			—		—
Net (loss) income	$	(3,816	)	$	472	$	(3,433	)
Basic and diluted net (loss) income per share attributable to common stockholders	$	(0.02	)	$	0.00	$	(3,433.00	)
Shares used in computing basic and diluted net (loss) income per share		200,055,664			200,000,000		1,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

WMI HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

for the periods ended March 31, 2013 and December 31, 2012

(in thousands, except share amounts)

(Unaudited)

							Additional			Retained			Total
	Common Stock						paid-in			earnings			shareholders’
	Shares			Amount			capital			(deficit)			equity (deficit)
Balance at January 1, 2012 (Predecessor)		1,000		$	1		$	69,879		$	105,110		$	174,990
Net (loss) income from January 1, 2012 to March 19, 2012		—			—			—			(3,433	)		(3,433	)
Balance at March 19, 2012 (Predecessor) (Unaudited)		1,000			1			69,879			101,677			171,557
Fresh Start Adjustments:
Allocated carve-out costs		—			—			—			23,108			23,108
Cancellation of Predecessor common stock		(1,000	)		(1	)		(69,879	)		(124,785	)		(194,665	)
Issuance of common stock		200,000,000			2			76,598			—			76,600
Balance at March 19, 2012 (Successor)		200,000,000			2			76,598			—			76,600
Net (loss) income from March 20, 2012 to December 31, 2012		—			—			—			(12,353	)		(12,353	)
Issuance of common stock under restricted share compensation arrangement		1,156,078			—			143			—			143
Balance at December 31, 2012 (Successor)		201,156,078			2			76,741			(12,353	)		64,390
Net (loss) income		—			—			—			(3,816	)		(3,816	)
Vesting of common stock under restricted share compensation arrangement		—			—			46			—			46
Balance at March 31, 2013 (Successor)		201,156,078			2			76,787			(16,169	)		60,620

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

WMI HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

for the periods ended March 31, 2013 and March 31, 2012

(in thousands)

(Unaudited)

	Successor			Successor			Predecessor
	Three months ended March 31, 2013			Period from March 20, 2012 through March 31, 2012			Period from January 1,  2012 through March 19, 2012
Cash flows from operating activities:
Net (loss) income	$	(3,816	)	$	472		$	(3,433	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities before reorganization activities:
Amortization of bond premium or discount		488			87			523
Net realized (gain) loss on sale of investments		(134	)		7			(176	)
Unrealized (gain) loss on trading securities		812			(596	)		(1,049	)
Equity-based compensation expense		46			—			—
Changes in assets and liabilities:
Accrued investment income		89			(71	)		309
Other assets		35			853			(597	)
Change in cash held in trust		1,140			6,589			7,209
Change in restricted cash		25,005			(250	)		—
Losses and loss adjustment reserves		(4,125	)		(1,662	)		(1,109	)
Losses payable		244			(2,379	)		1,662
Unearned premiums		(31	)		(8	)		(47	)
Accrued ceding commission expense		(18	)		(180	)		137
Accrued interest on notes payable		(223	)		563			—
Loss contract fair market value reserve		(987	)		—			—
Other liabilities		63			13			414
Total Adjustments		22,404			2,966			7,276
Net cash provided by (used in) operating activities		18,588			3,438			3,843
Cash flows from investing activities:
Purchase of investments		(76,895	)		(3,981	)		(38,506	)
Proceeds from sales and maturities of investments		71,651			148			34,035
Net cash provided by (used in) investing activities		(5,244	)		(3,833	)		(4,471	)
Cash flows from financing activities:
Cash from reorganization activities:		—			—			75,000
Notes payable – principal repayments		(21,282	)		—
Notes payable – principal issued		711			—			—
Net cash provided by (used in) financing activities		(20,571	)		—			75,000
Increase (decrease) in cash and cash equivalents		(7,227	)		(395	)		74,372
Cash and cash equivalents, beginning of period		16,761			82,014			7,642
Cash and cash equivalents, end of period	$	9,534		$	81,619		$	82,014
Supplementary disclosure of cash flow information: Cash paid during the period:
Interest	$	3,718		$	—		$	—
Supplementary disclosure of non-cash investing and financing activities:
Notes payable issued in lieu of cash interest payments	$	711		$	—		$	—

The accompanying notes are an integral part of the condensed consolidated financial statements.

7

WMI HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless otherwise indicated, financial information, including dollar values stated in the text of the notes to financial statements, is expressed in thousands.

References herein to the “Company,” “we,” “us,” “our” or “Successor” generally are intended to refer to WMI Holdings Corp. and its subsidiaries on a consolidated basis. “WMMRC” means WM Mortgage Reinsurance Company, Inc. (a wholly-owned subsidiary of WMIHC). “WMIIC” means WMI Investment Corp. (a wholly-owned subsidiary of WMIHC).

Note 1: The Company and its Subsidiaries

WMI Holdings Corp.

WMI Holdings Corp. (“WMIHC”) is a holding company organized and existing under the law of the State of Washington. WMIHC, formerly known as Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC” or “Predecessor”), a Hawaiian corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation. Upon emergence from bankruptcy on March 19, 2012, we had limited operations other than WMMRC’s legacy reinsurance business which is being operated in runoff and has not written any new business since September 26, 2008.

WMMRC

WMMRC is a wholly-owned subsidiary of WMIHC. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of Washington Mutual Bank (“WMB”) and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance Commissioner of the State of Hawaii.

WMMRC was originally organized to reinsure private mortgage insurance risk for seven primary mortgage insurers then offering private mortgage insurance on loans originated or purchased by former subsidiaries of WMI. The seven primary mortgage insurers are United Guaranty Residential Insurance Company (“UGRIC”), Genworth Mortgage Insurance Corporation (“GMIC”), Mortgage Guaranty Insurance Corporation (“MGIC”), PMI Mortgage Insurance Company (“PMI”), Radian Guaranty Incorporated (“Radian”), Republic Mortgage Insurance Company (“RMIC”) and Triad Guaranty Insurance Company (“Triad”).

Due to deteriorating performance in the mortgage guarantee markets and the closure and receivership of WMB, the reinsurance agreements with each of the primary mortgage insurers were terminated or placed into runoff during 2008. The agreements with UGRIC and Triad were terminated effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. As a result, effective September 26, 2008, WMMRC ceased assuming new mortgage risks from the primary carriers. Consequently, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any additional adjustments to the carrying values of assets and liabilities which have been recorded at fair market value as reported in these financial statements are required as a result of WMMRC’s runoff status.

The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively. The PMI transaction resulted in a loss from contract termination of $6.2 million dollars in 2012. In accordance with the commutation agreement between WMMRC and PMI, the trust assets were distributed in a manner such that PMI received $49.0 million in cash and WMMRC received all remaining trust assets equal to approximately $30.7 million. In 2012, $25.0 million of this cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii, and was paid out during the current period under the terms of the Indentures (as defined in Note 9: Notes Payable). This cash payment represented approximately $3.7 million in interest due and payable on the First Lien Notes (as defined in Note 9: Notes Payable) in the ordinary course, as well as approximately $21.3 million of principal.

WMIIC

WMIIC does not currently have any operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan as described in Note 2: Reorganization under Chapter 11 of the United States Bankruptcy Code.

8

Note 2: Reorganization under Chapter 11 of the United States Bankruptcy Code

Prior to September 26, 2008 (the “Petition Date”), WMI was a multiple savings and loan holding company that owned WMB and, indirectly, WMB’s subsidiaries, including Washington Mutual Bank fsb (“FSB”). As of the Petition Date, WMI also owned, directly or indirectly, several non-banking, non-debtor subsidiaries. Prior to the Petition Date, WMI was subject to regulation and examination by the Office of Thrift Supervision (the “OTS”). WMB and FSB, in turn, as depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the Federal Deposit Insurance Corporation (“FDIC”).

On September 25, 2008 (the “Receivership Date”), the OTS, by order number 2008-36, closed WMB, appointed the FDIC as receiver for WMB (the “FDIC Receiver”) and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC Receiver sold substantially all the assets of WMB, including the stock of FSB, to JPMorgan Chase Bank, National Association (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, effective September 25, 2008 (the “Purchase and Assumption Agreement”), in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities. As a result of this transaction, substantially all of the business and accounting records of WMI became the property of JPMC and WMIHC had extremely limited access to such records. The foregoing notwithstanding, over time, limited access to such records was obtained through information sharing arrangements. Access to WMMRC’s historical records was not significantly affected by WMB’s closure and receivership.

On the Petition Date, WMI and WMIIC (together, referred to herein as the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Court”) (Case No.08-12229 (MFW)).

On December 12, 2011, the Debtors filed with the Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Filed Plan”) and a related disclosure statement (the “Disclosure Statement”). The Filed Plan was subsequently modified and, on February 24, 2012, the Court entered an order (the “Confirmation Order”) confirming the Filed Plan as modified by such modifications (the “Plan”). On March 19, 2012 (the “Effective Date”), the Plan became effective.

As previously disclosed, the Plan provides for the distribution of cash, Runoff Notes (as defined below), liquidating trust interests in WMI Liquidating Trust (the “Trust”) and newly issued shares of WMIHC’s common stock, in each case to certain holders of claims against, or former equity interests in, the Debtors. On or about March 23, 2012, the Trust distributed approximately $6.5 billion in cash and other assets as contemplated by the Plan.

Note 3: Significant Accounting Policies

Basis of Presentation

As of March 19, 2012, the Company adopted fresh start accounting in accordance with Accounting Standards Codification (“ASC”) 852-10, Reorganizations (as defined in Note 4: Fresh Start Accounting). The adoption of fresh start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements prior to March 19, 2012 are not comparable with the financial statements on or after March 19, 2012. Reference to “Successor” refers to the Company on or after the emergence from bankruptcy on March 19, 2012. Reference to “Predecessor” refers to WMMRC prior to the emergence from bankruptcy.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reporting and also under SEC Staff’s Legal Bulletin No. 2, “Modified Exchange Act Reporting” for public companies reporting while in bankruptcy proceedings. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate.

These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 15, 2013. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year ended December 31, 2013.

9

All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.

Fair Value of Certain Financial Instruments

Fair Value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.

The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio.

The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies FASB Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary as further described in Note 4: Fresh Start Accounting. As such, changes in the loss contract reserve at the balance sheet date are recognized and reported as a component of losses and loss adjustment expense in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.

Fair Value Measurement

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.

The three levels of the hierarchy are as follows:

Level 1–Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.

Level 2–Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3–Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

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Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.

Fixed-Maturity Securities

Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government agencies, commercial mortgage-backed securities and corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 5: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations.

Cash Equivalents and Investments Held in Trust

Cash equivalents which include highly liquid overnight money market instruments and fixed-maturity securities, are held in trust for the benefit of the primary insurers as more fully described in Notes 4: Fresh Start Accounting and 5: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries.

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who have approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 9: Notes Payable.

Premium Recognition

Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums.

The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $15.1 million as of both March 31, 2013 and December 31, 2012.

The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted cash consists of amounts held for the express purposes of paying principal and interest on the Runoff Notes (as defined in Note 9: Notes Payable) or other uses permitted under the terms and conditions governing the Company’s financing arrangements.

Ceding Commission Expense

The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.

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Losses and Loss Adjustment Reserves

The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates, include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of March 31, 2013 and December 31, 2012, respectively. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond management’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.

Loss Contract Fair Market Value Reserves

A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying Fresh Start Accounting (more fully described in Note 4: Fresh Start Accounting) and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations.

Fresh Start Accounting

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). See Note 4: Fresh Start Accounting for a description of the Company’s application of this standard.

Comprehensive Income (Loss)

The Company has no comprehensive income (loss) other than the net (loss) income disclosed in the condensed consolidated statement of operations.

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero). If common share equivalents existed, in periods where there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common share equivalents would be antidilutive.

Share Based Compensation

On May 22, 2012, WMIH’s board of directors approved the 2012 Long-Term Incentive Plan (the “2012 Plan”) to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were reserved for future issuance under the Plan, which became effective upon the board of directors approval on May 22, 2012. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date.

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Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.

Dividend Policy

WMIHC currently has no plans to pay a dividend. The Financing Agreement (as defined in Note 10: Financing Arrangements) includes restrictions related to the payment of dividends.

New Accounting Pronouncements

On October 1, 2012 the FASB issued Accounting Standards Update No. 2012-04 Technical Corrections and Improvements which includes changes to clarify the codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This standard is effective for periods beginning after December 15, 2012 for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

On August 27, 2012 the FASB issued Accounting Standards Update 2012-03 Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22. This standard is effective upon publication for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

Note 4: Fresh Start Accounting

Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions.

The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represents management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Successor. These methods included (a) the comparable company’s analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially.

A significant difference exists between the Equity Value determined by management and the value determined by the Court in an opinion dated September 13, 2011 in which the Court expressed its view with respect to the Company’s value (including the value of net operating loss carry forward items relating to taxes (“NOLs”)). While the NOL asset has been recorded on the Company’s opening balance sheet at the value assigned by the Court, management also has recorded a full valuation allowance relative to these assets. The valuation allowance was determined to be necessary as management is unable to identify potential earnings from its existing operations and assets which would allow the Company to benefit from the utilization of these NOLs now or in the future. In the event that earnings are recognized in future periods, the availability of NOLs could result in additional value to the shareholders. The utilization of NOLs may be subject to significant additional limits. See Note 7: Federal Income Taxes for additional detail. No cash will be used for Plan-related liabilities as WMIHC is not liable for pre-petition claims under the terms of the Plan and the estimated minimum level of cash required for ongoing

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reserves was deducted from total projected cash to arrive at an amount of remaining or available cash. The Effective Date Equity Value of $76.6 million is intended to reflect a value that a willing buyer would pay for the Company’s assets immediately after emerging from bankruptcy.

The value of a business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the prospects of such a business. As a result, the estimates set forth herein are not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. These estimates assume that the Company will continue as the owner and operator of these businesses and related assets and that such businesses and assets will be operated in accordance with WMMRC’s historical business practices, which is the basis for financial projections. The financial projections are based on projected market conditions and other estimates and assumptions including, but not limited to, general business, economic, competitive, regulatory, market and financial conditions, all of which are difficult to predict and generally beyond the Company’s control. Depending on the actual results of such factors, operations or changes in financial markets, these valuation estimates may differ significantly from that disclosed herein.

The Company’s Equity Value was first allocated to its tangible assets and identifiable intangible assets and the excess (if any) of reorganization value over the fair value of tangible and identifiable intangible assets would be recorded as goodwill. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. The only intangible asset identified related to reinsurance contracts which were held by WMMRC. The contracts were evaluated to determine whether the value attributable to such contracts was either above market or in a loss contract position. After taking such evaluation into consideration, a loss contract fair market value reserve totaling $63.1 million was recorded. WMMRC’s deferred taxes were determined in conformity with applicable income tax accounting standards.

Material differences, including with respect to its business operations, financial performance, asset size and other factors, exist with respect to the pre-petition operations and financial position of Washington Mutual, Inc. and its subsidiaries as compared with the post-emergence operations and financial position of the Company. In order to address such differences, in preparing these and future financial statements, management has concluded that it is appropriate to use the financial information of the Company’s wholly-owned subsidiary, WMMRC as the basis for its past and ongoing financial reporting. Information in these Financial Statements labeled as “Predecessor” refers to periods prior to the adoption of fresh start reporting, while those labeled as “Successor” refer to periods following the Company’s reorganization and emergence from bankruptcy.

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Adjustments recorded to the Predecessor, after giving effect to the implementation of the Plan and to record assets and liabilities at fair value pursuant to the adoption of fresh start accounting are summarized below (dollars in thousands):

	Predecessor March 19, 2012		Reorganization Adjustments (a)			Fair Value Adjustments (b)			Successor March 19, 2012
ASSETS
Investments held in trust, at fair value:
Fixed-maturity securities	$	303,169	$	—		$	—		$	303,169
Cash equivalents held in trust		26,249		—			—			26,249
Total investments held in trust		329,418		—			—			329,418
Cash and cash equivalents		7,014		75,000	(c)		—			82,014
Fixed-maturity securities, at fair value		6,049		—			—			6,049
Accrued investment income		2,313		—			—			2,313
Other assets		3,389		210,000	(d)		(210,000	) (i)		3,389
Total assets	$	348,183	$	285,000		$	(210,000	)	$	423,183
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable - principal	$	—	$	130,000	(e)	$	—		$	130,000
Losses and loss adjustment reserves		141,010		—			—			141,010
Losses payable		7,585		—			—			7,585
Unearned premiums		409		—			—			409
Accrued ceding commissions		466		—			—			466
Loss contract fair market value reserve		—		—			63,064	(j)		63,064
Other liabilities		27,156		(23,109	) (f)		2	(f)		4,049
Total liabilities		176,626		106,891			63,066			346,583
Shareholders’ equity:
Common stock, $.00001 par value; 500,000,000 authorized, 200,000,000 shares issued and outstanding		—		2	(g)		—			2
Common stock, $1 par value, 1,000 shares issued and outstanding		1		—			(1	) (k)		—
Additional paid-in capital (Predecessor)		69,879		—			(69,879	) (l)		—
Additional paid-in capital Successor		—		154,998	(g)		(78,400	) (m)		76,598
Retained earnings		101,677		23,109	(h)		(124,786	) (n)		—
Total shareholders’ equity		171,557		178,109			(273,066	)		76,600
Total liabilities and shareholders’ equity	$	348,183	$	285,000		$	(210,000	)	$	423,183

The following notes relate to the table above and should be read in conjunction with the information in such table.

(a) These adjustments are necessary to give effect to the Plan, including the receipt of cash proceeds associated with the contribution of cash from certain creditors, issuance of debt securities, issuance of 200 million shares of common stock and other transactions as contemplated under the Plan.

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(b) These adjustments are necessary to reflect assets and liabilities at fair value and elimination of Predecessor equity. The primary operating business of the Successor is the WMMRC subsidiary which has a net asset value higher than its Fair Market Value (“FMV”).

(c) This adjustment reflects $75.0 million of cash contributed to the Company on the Effective Date by certain creditors.

(d) This adjustment reflects the Court’s valuation of WMMRC of $140.0 million and additional value attributable to the NOLs. These items have been adjusted to FMV as part of the application of Fresh Start Accounting. The Court’s valuation is presented solely for information purposes, however, because management does not believe that the Court’s valuation necessarily reflects the actual or FMV of the Company’s assets and liabilities under GAAP. This adjustment is eliminated as described in (i) below.

(e) This adjustment reflects the issuance of $130.0 million of Runoff Notes as described in Note 9: Notes Payable.

(f) This adjustment reflects eliminating an intercompany payable occurring from carve-out allocated costs related to historic charges allocated as if services had been performed and charged to the Predecessor in accordance with Staff Accounting Bulletin (“SAB”) Topic 1B and 1B1. The methodology for these charges is based on applying the current contractual relationships described in Note 8: Service Agreements and Related Party Transactions as if they had been in place since the formation of WMMRC. The impact on historic earnings is described in (h) below. Additionally, this eliminates the offsetting intercompany amount created when Predecessor common stock is eliminated.

(g) This adjustment reflects the calculated value of the 200 million shares of common stock issued before adjusting for FMV as a result of Fresh Start Accounting. This amount results from the use of the Court-assigned (non-GAAP) values attributed to assets and liabilities which are then utilized in calculating the resulting balance attributable to equity. The common stock is recorded at par value calculated as 200 million shares at a par value of $0.00001 per share. The remainder of the value is then attributed to additional paid-in capital.

(h) This adjustment increases the retained earnings of the Predecessor due to the elimination of the carve-out costs which decreased historic earnings of the Predecessor. The resulting intercompany payable is described in (f) above. These costs and the related retained earnings are eliminated as the costs were allocated in accordance with SAB Topics 1B and 1B1 and would have eliminated in consolidation.

(i) This adjustment reflects the elimination of the Court assigned values described in (d) above. There has been no goodwill recorded as a result of this transaction. WMMRC is reported as the Predecessor and therefore is carried at FMV in individual line items. Management believes that the Court’s valuation was inconsistent with GAAP and such information related to such valuation is being presented here for informational purposes only. Therefore, elimination is required to present the opening balance sheet in accordance with GAAP.

(j) This adjustment is required to reflect a loss contract fair market value reserve of $63.1 million relating to contractual obligations of WMMRC. This is in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The net assets or equity value of WMMRC totaled $171.6 million prior to reorganization and fair value adjustments. The elimination of the costs and intercompany payable allocated to the predecessor in accordance with SAB Topic 1B and 1B1 and described in (f) above increase the equity value to $194.7 million. The value of WMMRC was reduced by $63.1 million based upon the FMV analysis described above.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings		124,786
Predecessor additional paid-in capital		69,879
Predecessor common stock eliminated in consolidation		(1	)
Predecessor equity value		194,664
Fair market value of WMMRC		131,600
Loss contract fair market reserve allowance	$	63,064

(k) This adjustment reflects the elimination of common stock of the Predecessor.

(l) This adjustment reflects the elimination of additional paid-in capital of the Predecessor.

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(m) This adjustment reflects the reduction of equity value resulting from fresh start accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 7: Federal Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs.

Fair market value of WMMRC (Court assigned)	$	140,000
Fair market value of WMMRC		131,600
Fair market value reduction		8,400
Elimination of Court assigned value related to NOLs		70,000
Total change in fair market value affecting Equity Value	$	78,400
Court assigned Equity Value recorded as additional paid-in capital	$	154,998
Total change in fair market value affecting Equity Value		78,400
Additional paid-in capital at March 19, 2012	$	76,598

(n) This adjustment reflects the elimination of adjusted retained earnings of the Predecessor.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings	$	124,786

Note 5: Insurance Activity

The Company, through WMMRC, reinsures mortgage guaranty risks of mortgage loans originated by affiliates of the Company during the period from 1997 through 2008. WMMRC is (or was) a party to reinsurance agreements with UGRIC, GMIC, MGIC, PMI, Radian, RMIC and Triad. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively.

All agreements are on an excess of loss basis, except for certain reinsurance treaties with GMIC and Radian during 2007 and 2008, which are reinsured on a 50 percent quota share basis. Pursuant to the excess of loss reinsurance treaties, WMMRC reinsures a second loss layer which ranges from 5 percent to 10 percent of the risk in force in excess of the primary mortgage insurer’s first loss percentages which range from 4 percent to 5 percent.

As security for the ceding insurers, WMMRC has entered into separate trust agreements with each of the primary mortgage insurance companies whereby premiums assumed are held in trust accounts for the benefit of each separate insurer. Pursuant to the terms of the reinsurance agreements, WMMRC is required to keep such assets in trust for a minimum of five years and are subject to claims for up to ten (10) years from termination of obligations arising from the last year in which insurance business was written prior to runoff. Release of funds from the trust by WMMRC requires approval from the primary mortgage guaranty companies.

Premiums assumed and earned are as follows for the periods ended March 31, 2013 and 2012 respectively:

	Successor		Successor		Predecessor
	Three Months Ended March 31, 2013		Period from March 20, 2012 through March 31, 2012		Period from January 1, 2012 through March 19, 2012
Premiums assumed	$	3,374	$	1,011	$	6,130
Change in unearned premiums		31		8		47
Premiums earned	$	3,405	$	1,019	$	6,177

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The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Case-basis reserves	$	61,755	$	66,173
IBNR reserves		1,591		1,298
Premium deficit reserves		15,053		15,053
Total	$	78,399	$	82,524

Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2013 and the year ended December 31, 2012:

	March 31, 2013			December 31, 2012
Balance at beginning of period	$	82,524		$	142,119
Incurred - prior periods		2,914			30,111
Paid - prior periods		(7,039	)		(89,706	)
Total	$	78,399		$	82,524

The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balances in the reserve were $51.2 million at March 31, 2013 and $52.2 million at December 31, 2012. The loss contract fair market reserve was established on March 19, 2012 at $63.1 million (as more fully described in Note 4; Fresh Start Accounting). The fair market value of this reserve was decreased by $10.9 million during the year ended December 31, 2012 resulting in a decrease in expense of that amount for the year. The fair market value of this reserve was decreased by $1.0 million during the three months ended March 31, 2013, resulting in a corresponding decrease in expense of that amount for each period. There were no changes during the period from March 20, 2012 through March 31, 2012.

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Note 6: Investment Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at March 31, 2013, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	73,055	$	1,040	$	(199	)	$	73,896
Corporate debt securities		105,320		2,853		(59	)		108,114
Commercial paper		69,607		—		—			69,607
Foreign corporate debt securities		20,779		326		(23	)		21,082
Commercial mortgage-backed securities		8,893		33		(78	)		8,848
Total fixed-maturity securities		277,654		4,252		(359	)		281,547
Less total unrestricted fixed-maturity securities – trading		10,002		174		(33	)		10,143
Less total unrestricted fixed-maturity securities – held to maturity		73,456		—		—			73,456
Total fixed-maturity securities held in trust	$	194,196	$	4,078	$	(326	)	$	197,948

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at December 31, 2012, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	97,104	$	1,415	$	(156	)	$	98,363
Corporate debt securities		91,997		3,011		(34	)		94,974
Commercial Paper		54,948		—		—			54,948
Foreign corporate debt securities		18,305		379		(18	)		18,666
Commercial mortgage-backed securities		10,541		64		(87	)		10,518
Total fixed-maturity securities		272,895		4,869		(295	)		277,469
Less total unrestricted fixed-maturity securities – trading		14,246		168		(18	)		14,396
Less total unrestricted fixed-maturity securities – held to maturity		61,413		—		—			61,413
Total fixed-maturity securities held in trust	$	197,236	$	4,701	$	(277	)	$	201,660

Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2013 by contractual maturity are as follows:

	Amortized Cost		Estimated Fair Value
Maturity in:
2013	$	89,942	$	90,034
2014-2017		106,563		109,789
2018-2022		43,180		43,405
Thereafter		29,076		29,471
Mortgage-backed securities		8,893		8,848
Total fixed-maturity securities	$	277,654	$	281,547

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

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Net investment income for the periods ending March 31, 2013 and 2012, is summarized as follows:

	Successor			Successor			Predecessor
	Three Months Ended March 31, 2013			Period from March 20, 2012 through March 31, 2012			Period from January 1, 2012 through March 19, 2012
Investment income:
Amortization of premium or discount on fixed-maturity	$	(488	)	$	(87	)	$	(523	)
Investment income on fixed-maturity securities		1,858			401			2,467
Interest income on cash and equivalents		4			—			3
Realized net gain (loss) from sale of investment		134			(7	)		176
Unrealized (losses) gains on trading securities held at period end		(812	)		596			1,049
Net investment income	$	696		$	903		$	3,172

The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2013 and December 31, 2012:

	March 31, 2013
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,305	$	62,591	$	—	$	73,896
Corporate debt securities		25,236		82,878		—		108,114
Commercial paper		69,607		—		—		69,607
Foreign corporate debt securities		1,552		19,530		—		21,082
Commercial mortgage-backed securities		—		8,848		—		8,848
Total fixed maturity securities		107,700		173,847		—		281,547
Money market funds		25,074		—		—		25,074
Total	$	132,774	$	173,847	$	—	$	306,621
	December 31, 2012
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,362	$	87,001	$	—	$	98,363
Corporate debt securities		22,833		72,141		—		94,974
Commercial paper		54,948		—		—		54.948
Foreign corporate debt securities		1,001		17,665		—		18,666
Commercial mortgage-backed securities		—		10,518		—		10,518
Total fixed maturity securities		90,144		187,325		—		277,469
Money market funds		33,628		—		—		33,628
Total	$	123,772	$	187,325	$	—	$	311,097

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A review of the fair value hierarchy classifications of the Company’s investments is conducted quarterly. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications are reported as transfers in or transfers out of the applicable Level at end of the calendar quarter in which the reclassifications occur. During the three months ended March 31, 2013 and the year ended December 31, 2012, $10.1 million and $17.7 million respectively of investments were transferred from Level 2 to Level 1 as a result of improving market conditions for short-term and investment grade corporate securities.

	March 31, 2013				December 31, 2012
	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1		Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
Class of securities:
Corporate securities	$	—	$	8,585	$	—	$	16,745
Foreign corporate debt securities		—		1,552		—		1,001
Total Transfers	$	—	$	10,137	$	—	$	17,746

Note 7: Federal Income Taxes

For the three months ended March 31, 2013, the Company recorded a net loss of approximately $3.8 million. Due to projected tax losses for the year ended December 31, 2013 and the existence of net operating loss carry forwards which have a 100% valuation allowance recorded to reduce them to zero, the Company has not recorded an income tax expense or benefit for the three months ended March 31, 2013. The Company recorded no income tax expense or benefit for the period ended December 31, 2012 due to losses in that period.

The Company files a consolidated federal income tax return. Pursuant to a tax sharing agreement, WMMRC’s federal income tax liability is calculated on a separate return basis determined by applying 35 percent to taxable income, in accordance with the provisions of the Internal Revenue Code that apply to property and casualty insurance companies. WMIHC, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIHC during the periods ending March 31, 2013 or December 31, 2012 associated with the Company’s tax liability from the preceding year.

Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, accruals, net operating losses and unrealized gains and losses on investments. As of March 31, 2013 and December 31, 2012, the Company recorded a valuation allowance equal to 100 percent of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future. The amount of deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are revised.

On March 19, 2012, WMIHC emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which gives rise to an NOL for the year ending December 31, 2012. Under Section 382 of the Internal Revenue Code, and based on the Company’s analysis, we believe that the Company experienced an “ownership change” (generally defined as a greater than 50 percent change (by value) in our equity ownership over a three-year period) on March 19, 2012, and our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income was limited. The Section 382 limitation is applied annually so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. Due to applicable limitations under IRC Section 382 and a reduction of tax attributes due to cancellation of indebtedness, a portion of these NOLs were limited and will expire unused. We believe that the total available and utilizable NOL carry forward at December 31, 2012 is approximately $5.97 billion. At March 31, 2013 there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2029. The Company’s ability to utilize the NOLs or realize any benefits related to the NOLs is subject to a number of risks.

The Company accounts for uncertain tax positions in accordance with the income taxes accounting guidance. The Company has analyzed filing positions in the federal and state jurisdiction where it is required to file tax returns, as well as the open tax years in

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these jurisdictions. Tax years 2008 to present are subject to examination by the Internal Revenue Service. The Company believes that its federal income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain federal income tax positions have been recorded. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for federal income taxes. The Company did not incur any federal income tax related interest income, interest expense or penalties for the periods ended March 31, 2013 and December 31, 2012.

Note 8: Service Agreements and Related Party Transactions

WMMRC has engaged a Hawaiian-based service provider to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee.

WMIHC entered into an Investment Management Agreement and an Administrative Services Agreement with WMMRC on March 19, 2012. Each of these agreements was approved by WMMRC’s primary regulator. Total amounts incurred under these agreements totaled $443 thousand for the three months ended March 31, 2013, $64 thousand for the period from March 20, 2012 to March 31, 2012 and zero for the period from January 1, 2012 to March 19, 2012. The expense and related income eliminate on consolidation. These agreements are described below.

On March 19, 2012, WMIHC entered into an Investment Management Agreement with WMMRC. Under the terms of this agreement WMIHC receives from WMMRC a fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIHC is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject.

On March 19, 2012, WMIHC entered into an Administrative Services Agreement with WMMRC. Under the terms of this agreement, WMIHC receives from WMMRC a fee of $110 thousand per month. WMIHC is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management, and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business.

On March 23, 2012, WMIHC and the Trust entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, each party makes available certain services and employees. The TSA provides the Company with office space for its current employees and basic infrastructure and support services to allow the Company to operate. The TSA provides the Trust with access to certain of the Company’s employees and, initially, limited use of the Company’s health insurance plan for its employees. The TSA was amended on September 24, 2012 and the term of the agreement was initially extended through March 31, 2013 subject to automatic renewal for successive additional three-month terms unless earlier terminated by either party upon at least 30 days written notice prior to the expiration of the term. The agreement has automatically renewed per its terms and is currently in place through the June 30, 2013, subject to additional renewals. Either party may terminate one or more of the services offered upon ten (10) days written notice to the other party.

See Note 4: Fresh Start Accounting for a discussion of fees attributed to WMMRC in accordance with SAB Topics 1B and 1B1 which address common cost and expense allocations for pre-Effective Date periods in Fresh Start Accounting section.

In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Election”. Essentially, the Plan defines the “Pro Rata Share of the Common Stock Election” as ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).

If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC). Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and Confirmation Order.

As of March 31, 2013, WMIHC had not received any Litigation Proceeds in connection with the foregoing. Given the speculative nature of litigation, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds.

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Note 9: Notes Payable

On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.

The Runoff Notes are secured by, and have a specified priority in right of payment in, (a) a securities or deposit account into which WMIHC will deposit distributions it receives of Runoff Proceeds (as defined within the Indentures) (the “Collateral Account”) and (b) the equity interests in, and assets of, either WMMRC or such other entity as holds (or may hold in the future) WMMRC’s existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). No such regulatory approval has been obtained as of the date on which these audited financial statements are being published.

WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.

In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with all interest payments due and payable in respect of the Second Lien Runoff Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. Since the issuance of the Indentures through March 31, 2013 $7.4 million in interest payments on the First Lien Notes were paid in cash. The aggregate face amount of PIK Notes issued and outstanding as of March 31, 2013 and December 31, 2012 totals approximately $9.0 million and $8.3 million. Outstanding amounts under these notes totaled approximately $115.7 million and $136.3 million as of March 31, 2013 and December 31, 2012. Approximately $21.3 million and $2.0 million of First Lien Notes principal was paid during the three months ended March 31, 2013 and the year ended December 31, 2012. Interest on First Lien Notes paid in cash totaled approximately $3.7 million, $0.0 million and $3.7 million during the three months ended March 31, 2013 and 2012 and the year ended December 31, 2012 respectively.

Outstanding amounts under the First Lien Notes and Second Lien Notes totaled $115.7 million as of March 31, 2013 and $136.3 million as of December 31, 2012. Principal payments totaled $21.3 million and $2.0 million for the periods ended March 31, 2013 and December 31, 2012 respectively. At March 31, 2013 and December 31, 2012 $0.0 million and $25.0 million respectively was held in the restricted cash account. The amount held at December 31, 2012 was subsequently used to pay principal, and interest on the Runoff Notes. The disposition of and known amounts held or available at March 31, 2013 are more fully described in Note 15: Subsequent Events.

Note 10: Financing Arrangements

As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among the WMIHC, each current subsidiary of WMIHC and any additional subsidiary or person who later agrees to or becomes a guarantor, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), on a several and not joint basis, and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Agent”). The credit facility established by the Financing Agreement may be used for only certain specific purposes.

The facility consists of (a) a tranche A term loan and a tranche A-1 term loan in the aggregate principal amount of $25 million and (b) a tranche B term loan in the aggregate principal amount of $100.0 million. The proceeds of (a) the tranche A term loan and tranche A-1 term loan can be used to fund working capital and for general corporate purposes of the Company, and (b) the tranche B term loan can be used to fund certain permitted acquisitions and permitted originations (as these terms are defined in the Financing Agreement) which are limited to acquisitions and originations of business in the financial services or insurance sectors. The Lenders are severally, and not jointly, obligated to extend such credit to WMIHC. The facility is secured by substantially all of WMIHC’s assets and the Lenders must have an additional first priority lien on any new business and assets acquired. As of March 31, 2013 and December 31, 2012, no loans were outstanding under the Financing Agreement.

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Note 11: Capital Stock

On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation, WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIHC pursuant to the Court approved Plan and in reliance on Section 1145 of the Bankruptcy Code on the Effective Date.

WMIHC issued restricted share grants to members of the board of directors totaling $0.0 thousand and $550 thousand of aggregate intrinsic value during the three months ended March 31, 2013 and year ended December 31, 2012 respectively. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $361 thousand and $407 thousand at March 31, 2013 and December 31, 2012 respectively. The unamortized value of $361 thousand at March 31, 2013 will be amortized over the next 2.0 years. Net stock-based compensation totaled $46 thousand and $0.0 thousand for the three months ended March 31, 2013 and 2012 respectively. The share grants were issued at the fair market value determined to be the trading price at the close of business on October 18, 2012, the date the grants were approved by the board of directors.

A summary of WMIHC’s restricted share award activity for the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

	Number of Restricted Stock  Awards Outstanding		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in  thousands)
Outstanding—January 1, 2012		—	$	—	$	—
Restricted stock awards granted		1,156,078		0.4761		550
Restricted stock awards released or forfeited		—		—		—
Outstanding—December 31, 2012		1,156,078		0.4761		550
Restricted stock awards granted		—		—		—
Restricted stock awards released or forfeited		—		—		—
Outstanding—March 31, 2013		1,156,078	$	0.4761	$	550

Common Shares Subject to Repurchase—WMIHC has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. The restricted shares vest 1/3 per year over a three year period annually on March 19th. On March 31, 2013, 770,714 remain subject to repurchase as on March 19, 2013 385,364 of the shares became vested. As of December 31, 2012 all 1,156,078 of the shares were subject to repurchase. WMIHC has the right to repurchase any unvested (but issued) shares of common stock at $0.0001 per share upon the termination of service in the case of a director. The shares subject to repurchase are not deemed to be issued for accounting purposes.

A summary of the Company’s restricted shares issued and subject to repurchase as of the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

Shares subject to repurchase—January 1, 2012	—
Shares issued subject to vesting during the period	1,156,078
Unvested shares repurchased	—
Shares vested during the period	—
Unvested shares—December 31, 2012	1,156,078
Shares issued subject to vesting during the period	—
Unvested shares repurchased	—
Shares vested during the period	385,364
Unvested shares—March 31, 2013	770,714

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As of March 31, 2013 and December 31, 2012, 201,156,078 shares of WMIHC’s common stock were issued and outstanding. No shares of WMIHC’s preferred stock are issued or outstanding. See Note 14: Net (loss) Income Per Common Share for further information on shares used for EPS calculations.

Note 12: Pending Litigation

Except as described below, as of March 31, 2013, the Company was not a party to, or aware of, any pending legal proceedings or investigations against the Company requiring disclosure at this time.

The Company notes that Article XLI of the Plan includes, among other things, customary discharge, injunction, bar order and release provisions which, when taken together, operate to insulate the Company from and against any liabilities in respect of claims and causes of action that arose prior to the Petition Date. In addition, the Plan also includes a customary exculpation clause in favor of the Debtors, their directors, officers and others named therein for conduct during the pendency of the Company’s Chapter 11 proceedings (other than in respect of willful misconduct or conduct that was grossly negligent).

WMMRC Litigation

With respect to WMIHC’s sole operating subsidiary, WMMRC, on October 22, 2007, lead plaintiffs Robert Alexander and James Reed filed a putative Class Action Complaint (the “Class Action Complaint”) in the United States District Court, Eastern District of Pennsylvania (the “Pennsylvania Action”) against WMMRC, WMI, WMB and Washington Mutual Bank fsb (“FSB”, and collectively, the “Defendants”) alleging that the Defendants violated Section 8 of the Real Estate Settlement Procedures Act (“RESPA”), 12 U.S.C. § 2607, by collecting referral payments or unearned fees in the form of reinsurance premiums. Specifically, plaintiffs allege that the private mortgage insurance policies procured in connection with their loans are subject to captive reinsurance arrangements between private mortgage insurers and WMMRC. Plaintiffs have alleged that a percentage of the mortgage insurance premiums paid by borrowers are ceded to WMMRC, but that the risk assumed by WMMRC is not commensurate with the premiums that it receives. According to plaintiffs, these allegedly excessive reinsurance premiums were disguised kickbacks paid to WMI through the captive reinsurance arrangements in exchange for the placement of its primary mortgage business. The complaint seeks treble damages, attorney’s fees and defense costs.

On December 21, 2007, the Defendants filed a Motion to Dismiss Plaintiffs’ Complaint. That motion was denied. The Defendants subsequently filed an interlocutory appeal of the denial with the Third Circuit Court of Appeals.

Following the Third Circuit’s October 2009 decision in Alston v. Countrywide Financial Corp., 585 F.3d 753 (3d Cir. 2009), which raised similar issues, the petition for appeal in the Pennsylvania Action was denied and the matter was returned to the district court. On January 11, 2010, the Pennsylvania Action was removed from the Civil Suspense File and re-opened for final disposition by the district court. A joint discovery plan was approved by the district court on February 2, 2010. The Pennsylvania Action remained stayed as to WMI due to its bankruptcy filing.

On March 1, 2010, WMMRC filed an Amended Answer to the Class Action Complaint. In addition, pursuant to the parties’ joint discovery plan, three additional motions were filed on March 1, 2010. The FDIC, in its capacity as receiver for WMB, and JPMC, as successor to FSB, filed motions to dismiss the complaint for lack of subject matter jurisdiction.

Additionally, the FDIC, as receiver, filed a motion to strike plaintiffs’ class allegations against the FDIC for failure to comply with procedural requirements of the Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”). The FDIC’s motion to dismiss was granted on June 28, 2011.

In 2011, the parties reached a preliminary compromise and settlement in the Class Action Complaint. That compromise was subsequently memorialized in a written settlement agreement. Pursuant to the Federal Rules of Civil Procedure, the settlement must be approved by the United States District Court, Eastern District of Pennsylvania (the “District Court”). On June 4, 2012, Plaintiffs filed a motion for preliminary approval of the settlement and on June 25, 2012, the District Court entered an order preliminarily approving such settlement. In accordance with GAAP guidance on Loss Contingencies, in 2010 management recorded an accrual for estimated anticipated settlements of $4 million as a component of other liabilities on the balance sheet and as a component of general and administrative expenses on the statement of operations. On or about July 16, 2012, the settlement amount was deposited into a settlement distribution escrow account from which the settlement amount will be distributed to plaintiffs in accordance with the terms of the settlement agreement. Accordingly, the amount of the accrual relating to the settlement amount was zero as of December 31, 2012. A final hearing to approve the settlement of the Class Action Complaint was held on November 27, 2012 and the District Court issued an order finally approving the settlement on December 4, 2012. Distributions to eligible class members are in process.

Note 13: Restriction on Distribution of Net Assets from Subsidiary

WMMRC has net assets totaling $167.1 million and $167.0 million as of March 31, 2013 and December 31, 2012 respectively. These net assets are not immediately available for distribution to WMIHC due to restrictions imposed by trust agreements, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIHC are further restricted by the terms of the Runoff Notes described in Note 9: Notes Payable.

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Note 14: Net (loss) Income Per Common Share

Basic and diluted net (loss) income per share attributable to common shareholders is computed by dividing net (loss) income, excluding net (loss) income allocated to participating securities, by the weighted average number of shares outstanding less the weighted average of unvested restricted shares outstanding.

There were no dilutive effects from any equity instruments for any of the periods presented, therefore diluted net (loss) income per share was the same as basic net (loss) income for all periods presented. There were no participating shares for any period prior to the issuance of restricted shares on October 18, 2012 as described in Note 11: Capital Stock.

The following table sets forth the computation of basic and diluted net (loss) income per share:

	(in thousands, except per share data)
	Successor			Successor		Predecessor
	Three months ended March 31, 2013			Period from March 20, 2012 to March 31, 2012		Period from January 1, 2012 to March 19, 2012
Numerator for basic and diluted net (loss) income per share:
Net (loss) income	$	(3,816	)	$	472	$	(3,433	)
Less: Net (loss) income allocated to participating securities		(21	)		—		—
Net (loss) income attributable to common shareholders	$	(3,795	)	$	472	$	(3,433	)
Denominator for basic and diluted net (loss) income per share:
Weighted average share outstanding		201,156,078			200,000,000		1,000
Weighted average unvested restricted shares outstanding		(1,100,414	)		—		—
Denominator for basic and diluted net (loss) income per share:		200,055,664			200,000,000		1,000
Basic and diluted net (loss) income per share attributable to common shareholders	$	(0.02	)	$	0.00	$	(3,433.00	)

Note 15: Subsequent Events

On April 3, 2013, WMIHC received $2.0 million in cash from WMMRC which prior to its transfer was restricted as described in Note 13: Restriction on Distribution of Assets from Subsidiary. This cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii. The restricted cash will be used to pay principal and interest on the Runoff Notes in accordance with the Indentures.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements and the related notes, included in Item 1 of this Quarterly Report on Form 10-Q. The following is a discussion and analysis of our results of operations for the three months ended March 31, 2013 and 2012 and financial condition as of March 31, 2013 and December 31, 2012 (Dollars in thousands, except per share data and as otherwise indicated).

References herein to the “Company,” “we,” “us,” “our” or “Successor” generally are intended to refer to WMI Holdings Corp. and its subsidiaries on a consolidated basis. References to “WMMRC” means WM Mortgage Reinsurance Company, Inc. (a wholly-owned subsidiary of WMIHC); and “WMIIC” means WMI Investment Corp. (a wholly-owned subsidiary of WMIHC).

FORWARD-LOOKING STATEMENTS AND INFORMATION

This quarterly report includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this report that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business and these statements are not guarantees of future performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include be identified by the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “strategy,” “future,” “opportunity,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks are identified and discussed in the Company’s prior Annual Report on Form 10-K for the year ended December 31, 2012 under Risk Factors in Part I, Item 1A. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and we do not undertake to update any forward-looking statement, except as required by law.

Background

WMI Holdings Corp.

After a nearly 3 ¹/₂ year reorganization process, WMI Holdings Corp. (“WMIHC”) emerged from bankruptcy proceedings as Successor to Washington Mutual Mutual, Inc. (“WMI”). WMIHC is a holding company organized and existing under the law of the State of Washington. WMIHC is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC” or “Predecessor”), and WMI Investment Corp. (“WMIIC”). As of the Petition Date (defined below), WMIIC held a variety of securities and investments. Upon emergence from bankruptcy on the March 19, 2012 (the “Effective Date”), we had no operations other than WMMRC’s legacy reinsurance business with respect to mortgage insurance which is being operated in runoff mode and we have not written any new business since September 26, 2008 (the “Petition Date”).

Prior to the Petition Date, WMI was a multiple savings and loan holding company that owned Washington Mutual Bank (“WMB”) and, indirectly, WMB’s subsidiaries, including Washington Mutual Bank fsb (“FSB”). As of the Petition Date, WMI also owned, directly or indirectly, several non-banking, non-debtor subsidiaries. Prior to the Petition Date, WMI was subject to regulation by the Office of Thrift Supervision (the “OTS”). WMB and FSB, in turn, as depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the Federal Deposit Insurance Corporation (“FDIC”).

On September 25, 2008 (the “Receivership Date”), the OTS, by order number 2008-36, closed WMB, appointed the FDIC as receiver for WMB (the “FDIC Receiver”) and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC Receiver sold substantially all the assets of WMB, including, among other things, the stock of FSB, to JPMorgan Chase Bank, National Association (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, effective September 25, 2008 (the “Purchase and Assumption Agreement”) (publicly available at http://www.fdic.gov/about/freedom/popular.html), in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities. As a result of this transaction, substantially all of the business and accounting records of WMI became the property of JPMC and WMIHC had extremely limited access to such records. The foregoing notwithstanding, over time, limited access to such records was obtained through information sharing arrangements. Access to WMMRC’s historical records was not significantly affected by WMB’s closure and receivership.

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On the Petition Date, WMI and WMIIC (together, referred to herein as the “Debtors”) each commenced with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) (Case No.08-12229 (MFW)). On December 12, 2011, the Debtors filed with the Bankruptcy Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Filed Plan”) and a related disclosure statement (the “Disclosure Statement”). The Filed Plan was subsequently modified and, on February 24, 2012, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Filed Plan as modified by such modifications (the “Plan”). On March 19, 2012 (the “Effective Date”), the Plan became effective.

As previously disclosed, the Plan provided for the distribution of cash, Runoff Notes (as described in Note 9: Notes Payable to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q), liquidating trust interests in WMI Liquidating Trust (the “Trust”) and newly issued shares of the Company’s common stock, in each case to certain holders of claims against, or former equity interests in, the Debtors. On or about March 23, 2012, the Trust distributed approximately $6.5 billion in cash and other assets as contemplated by the Plan.

WMIHC’s is authorized to issue up to 500,000,000 shares of common stock, and up to 5,000,000 shares of preferred stock (in one or more series), in each case with a par value of $0.00001 per share. On the Effective Date of the Plan and pursuant to its terms, WMIHC issued 200,000,000 shares of common stock, with 194,670,501 shares having been issued to WMIHC’s new shareholders and 5,329,499 shares having been deposited into the Disputed Equity Escrow (as discussed in the paragraph below). As of May 1, 2013, 2,922,155 shares of common stock remain on deposit in the Disputed Equity Escrow. On October 18, 2012, 1,156,078 shares of WMIHC’s common stock were issued under the 2012 Long-Term Incentive Plan to directors. As of March 31, 2013 and December 31, 2012, 201,156,078 shares of WMIHC’s common stock were issued and outstanding and no shares of the WMIHC’s preferred stock are issued or outstanding.

On the Effective Date, the Debtors (and now the Trust on behalf of the Debtors) continued to dispute whether the interests of certain former holders of “Equity Interests” or “Claims” (in each case as those terms are defined in the Plan) against the Debtors should be allowed. As a result, pursuant to the Plan, on the Effective Date, a “Disputed Equity Escrow” (as defined in the Plan) was created for the benefit of each holder of an “Disputed Equity Interest” (as such term is defined in the Plan). Such Disputed Equity Escrow was created to hold shares of the Company’s common stock (as well as any dividends, gains or income attributable in respect of such common stock) allocable, on a pro rata basis, to each holder of such a Disputed Equity Interest if and when such Disputed Equity Interest becomes an “Allowed Equity Interest” (as such term is defined in the Plan). All such Equity Interests will constitute Disputed Equity Interests pursuant to the Plan until such time, or from time to time, as each Disputed Equity Interest has been compromised and settled or allowed or disallowed by a final order of the Bankruptcy Court.

The liquidating trustee of the Trust, William Kosturos (the “Liquidating Trustee “), acts as escrow agent with respect to the Disputed Equity Escrow. Until such time as all of the WMIHC’s common stock has been distributed from the Disputed Equity Escrow in accordance with the Plan (e.g., as a result of all “Disputed Equity Claims” (as such term is defined in the Plan)) becoming Allowed Equity Interests or all Disputed Equity Claims being disallowed, the Liquidating Trustee is vested with the authority to exercise voting or consent rights with respect to such stock; provided, however, that the Liquidating Trustee is obligated to vote or consent, as the case may be, as to such stock in the same proportion as all other holders of WMIHC’s common stock have voted or consented, in each case on an issue-by-issue basis. The Trust has no right to or entitlement in any shares of common stock held in the Disputed Equity Escrow. Additionally, WMIHC does not have any right to, or interest in, any shares of common stock held by the Disputed Equity Escrow, unless or until such time as WMIHC repurchases or otherwise acquires such common stock.

For more information regarding the Disputed Equity Escrow, see Section 26.3 of the Plan. For more information regarding the Plan and related matters, please refer to copies of the Disclosure Statement and the Confirmation Order. Each of the Plan, the Disclosure Statement and the Confirmation Order were attached as exhibits 2.1, 2.2, and 2.3 to that certain Form 8-K filed by WMIHC on March 1, 2012.

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WMMRC

WMMRC is a wholly-owned subsidiary of the Company. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of WMB and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance Commissioner of the State of Hawaii.

WMMRC was originally organized to reinsure private mortgage insurance risk for seven primary mortgage insurers on loans originated or purchased by former subsidiaries of WMIHC. The seven primary mortgage insurers are United Guaranty Residential Insurance Company (“UGRIC”), Genworth Mortgage Insurance Corporation (“GMIC”), Mortgage Guaranty Insurance Corporation (“MGIC”), PMI Mortgage Insurance Company (“PMI”), Radian Guaranty Incorporated (“Radian”), Republic Mortgage Insurance Company (“RMIC”) and Triad Guaranty Insurance Company (“Triad”).

Due to deteriorating performance in the mortgage guarantee markets and the closure and receivership of WMB, the reinsurance agreements with each of the primary mortgage insurers were terminated or placed into runoff during 2008. The agreements with UGRIC and Triad were terminated effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. As such, effective September 26, 2008, WMMRC ceased assuming new mortgage risks from the primary carriers. Consequently, the Company’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any adjustments to the carrying values of assets and liabilities as reported in our financial statements are required as a result of the runoff status.

The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively (see Note 5: Insurance Activity to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for additional information on the PMI commutation). The PMI transaction resulted in a loss from contract termination of $6.2 million in 2012. In accordance with the commutation agreement between WMMRC and PMI, the trust assets were distributed in a manner such that PMI received $49.0 million in cash and WMMRC received all remaining trust assets equal to approximately $30.7 million.

WMIIC

WMIIC does not currently have any operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan (see Note 2: Reorganization under Chapter 11 of the United States Bankruptcy Code to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q).

Segments

The Company manages its business on the basis of one operating segment, mortgage reinsurance, in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Within the mortgage reinsurance segment, our current risks arise solely from the reinsurance of mortgage insurance policies that were placed on certain residential mortgage loans prior to the Petition Date. The majority of these policies were required by mortgage lenders as a stipulation to approve the mortgage loans. The mortgage insurance policies protect the beneficiaries of the policy from all or a portion of default-related losses.

Business Strategy and Operating Environment

As previously disclosed WMIHC retained Blackstone Advisory Partners L.P. (“Blackstone”) to assist WMIHC in developing our acquisition strategy and to provide financial advisory services in connection with potential transactions. Under the terms of the agreement, Blackstone is working with us to consider potential mergers, acquisitions or business combinations, and is assisting with developing an acquisition strategy, identifying and evaluating strategic opportunities, collecting and analyzing information regarding potential target companies, determining the valuation of potential target companies and advising on capital-raising, if needed, to fund this external growth strategy. In connection with the foregoing, we may explore various financing alternatives to fund our external growth strategy, including improving our capital structure, which may include increasing, reducing and/or refinancing debt; pursuing capital raising activities, such as the issuance of new preferred or common equity and/or a rights offering to our existing shareholders, launching an exchange offer, and pursuing other transactions involving our outstanding securities. There can be no assurance that any transaction will occur or if so on what terms.

With respect to our current operations, the Company currently operates a single business, WMMRC, whose sole activity is the reinsurance of mortgage insurance policies that has been operated in runoff mode since September 26, 2008. Since that date, WMMRC has not underwritten any new policies (and by extension any new risk). WMMRC, through predecessor companies, began reinsuring risks in 1997 and continued through September 25, 2008.

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The nature of the reinsurance contracts are mainly excess-of-loss contracts whereby WMMRC takes a portion of the risk, usually 5 or 10 percent, with a stated attachment and exit point. Each calendar year, or book year, is treated separately from other years when calculating losses. In return for accepting a portion of the risk, WMMRC receives, net of ceding commission, a percentage of the premium that ranges from 25 to 40 percent.

Beginning in 2006, the housing market and related credit markets experienced a downturn that in 2013 has shown initial signs of improvement. During that period, housing prices declined materially, credit guidelines tightened, delays in mortgage servicing and foreclosure activities have occurred (and continue to occur), and deterioration in the credit performance of mortgage loans has occurred. In addition, the macro-economic environment during that period has demonstrated limited economic growth, stubbornly high unemployment, and limited median wage gains.

While the macro-economic outlook remains guarded, the housing market has begun to rebound nationally. Recent reports show housing prices in certain locales have increased on a year-over-year basis, and that housing sales in certain markets have increased, although they remain well below their long-run average. Nevertheless, despite these early signs of market improvement, WMMRC’s operating environment remains challenged as much of its results over the next several years will be directly affected by the significant inventory of pending defaulted mortgages at its ceding companies arising primarily from mortgages originated in calendar years 2005 through 2008.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect reported and disclosed amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. We believe that the critical accounting policies set forth in our consolidated financial statements on our annual report filed on Form 10-K for the period ended December 31, 2012 continue to describe the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. These accounting policies pertain to premium revenues and risk transfer, valuation of investments, loss and loss adjustment expense reserves, our values under fresh start accounting and the resulting loss contract fair market value reserve. If actual events differ significantly from the underlying judgments or estimates used by management in the application of these accounting policies, there could be a material effect on our results of operations and financial condition.

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). Note 4: Fresh Start Accounting to the accompanying condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q more fully describe the Company’s application of this standard.

Recently issued accounting standards and their impact to the Company have been presented under “New Accounting Pronouncements” in Note 3: Significant Accounting Policies to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

Fresh Start Accounting

Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets and required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived as it believes that it satisfied both of the aforementioned conditions.

The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represents management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Successor. These methods included (a) the comparable company’s analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially.

A significant difference exists between the Equity Value determined by management and the value determined by the Bankruptcy Court in an opinion dated September 13, 2011 in which the Bankruptcy Court expressed its view with respect to the Company’s value (including the value of net operating loss carry forward items relating to taxes (“NOLs”)). While the NOL asset has been recorded on the Company’s opening balance sheet, management also has recorded a full valuation allowance relative to these assets. The valuation allowance was determined necessary as management is unable to identify potential earnings from its existing operations and assets which would allow the Company to benefit from the utilization of these NOLs now or in the future. In the event that earnings are recognized in future periods, the availability of NOLs could result in additional value to the shareholders. The utilization of NOLs may be subject to significant

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additional limits. For additional detail, see Note 7: Federal Income Taxes to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q. No cash will be used for Plan-related liabilities as the Company will not be liable for pre-petition claims under the terms of the Plan and the estimated minimum level of cash required for ongoing reserves was deducted from total projected cash to arrive at an amount of remaining or available cash. The Effective Date Equity Value of $76.6 million is intended to reflect a value that a willing buyer would pay for the Company’s assets immediately after emerging from bankruptcy.

The value of a business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the prospects of such a business. As a result, the estimates set forth herein are not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. These estimates assume that the Company will continue as the owner and operator of these businesses and related assets and that such businesses and assets will be operated in accordance with WMMRC’s historical business practices, which is the basis for financial projections. The financial projections are based on projected market conditions and other estimates and assumptions including, but not limited to, general business, economic, competitive, regulatory, market and financial conditions, all of which are difficult to predict and generally beyond the Company’s control. Depending on the actual results of such factors, operations or changes in financial markets, these valuation estimates may differ significantly from that disclosed herein.

The Company’s Equity Value was first allocated to its tangible assets and identifiable intangible assets and the excess (if any) of reorganization value over the fair value of tangible and identifiable intangible assets would be recorded as goodwill. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. The only intangible asset identified related to reinsurance contracts which were held by WMMRC. The contracts were evaluated to determine whether the value attributable to such contracts was either above market or in a loss contract position. After taking such evaluation into consideration, a loss contract fair market value reserve totaling $63.1 million was recorded. WMMRC’s deferred taxes were determined in conformity with applicable income tax accounting standards.

Material differences exist with respect to the pre-petition operations and financial position of WMI and its subsidiaries as compared with the post-emergence operations and financial position of the Company. In order to address such differences, in preparing these and future financial statements, management has concluded that it is appropriate to use the financial information of the Company’s wholly-owned subsidiary, WMMRC. Information in the accompanying condensed consolidated financial statements labeled as “Predecessor” refers to periods prior to the adoption of fresh start reporting, while those labeled as “Successor” refer to periods following the Company’s reorganization and emergence from bankruptcy.

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Results of Operations for the three months ended March 31, 2013 and 2012

As discussed in Note 3: Significant Accounting Policies to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, the financial statements prior to March 19, 2012, are not necessarily comparable with the financial statements for periods on or after March 19, 2012; however, while there is a different basis of accounting post-emergence, substantially all of the operating assets and liabilities remain consistent between Predecessor and Successor. Accordingly, the results of operations below are made on a comparative basis for the three months ended March 31, 2013 and 2012.

For the three months ended March 31, 2013, we reported a net loss of $3.8 million, as compared to a net loss of $3.0 million reported for the same period in 2012. The total revenue for the three months ended March 31, 2013 was $4.1 million, compared to total revenue of $11.3 million for the same period in 2012. The decrease in revenues is largely attributable to the operations of WMMRC in runoff mode. No new business is being undertaken and the revenues are expected to continue to decrease.

Underwriting expenses (defined as losses and loss adjustment expenses and ceding commission expenses) decreased by $9.7 million to $3.3 million for the three months ending March 31, 2013 compared to $13.0 million for the three months ending March 31, 2012. This trend is consistent with the runoff nature of the WMMRC subsidiary and is expected to continue. As more fully described in Note 3: Significant Accounting Policies to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (a) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (b) ceded case reserves and incurred but not recorded (“IBNR”) loss levels reported by the primary mortgage guaranty carriers as of each reporting period. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses.

As of March 31, 2013, the loss contract fair market value reserve was analyzed and determined to have a fair market value of $51.2 million. The fair market value of this reserve was $52.2 million at December 31, 2012. The decrease in the loss contract fair market value reserve during the period from December 31, 2012 through March 31, 2013 totaled $1.0 million and resulted in a corresponding decrease in expense of the same amount. The loss contract fair market value reserve was established at a value of $63.1 million on March 19, 2012 as a result of our reorganization (described in Note 4: Fresh Start Accounting to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q). No such decrease in the value of the loss contract fair market value reserve or corresponding decrease in expense occurred during the three months ended March 31, 2012.

For the three months ended March 31, 2013, our investment portfolio reported a net investment income of $0.7 million as compared to a net investment income of $4.1 million for the same period in 2012.

General and administrative expenses

For the three months ended March 31, 2013, our general and administrative expenses totaled $1.4 million, an increase from general and administrative expenses totaling $0.7 million for the same period in 2012. The increase in these expenses is primarily attributable to resuming public Company financial reporting and filing of periodic reports under the Exchange Act after emerging from bankruptcy on March 19, 2012.

Interest expense

For the three months ended March 31, 2013, we incurred $4.2 million of interest expense which is payable on the “Runoff Notes” described below in this Item 2 under “Notes Payable”. This compares to $0.6 million of interest expense which was incurred during the same period in 2012 , due to the fact that the Runoff Notes were not issued and outstanding until the Effective Date and therefore, only 12 days of interest expense was recorded compared to a full quarter in 2013. Because sufficient “Runoff Proceeds” (as such term is defined in the “Indentures” described below in this Item 2 under “Notes Payable.”) have not always been available to pay accrued interest on the Runoff Notes, a portion of our obligation to pay interest on the Runoff Notes has been satisfied using the “pay-in-kind” or “PIK” feature available under the Indentures. As a result, $0.7 million of “PIK Notes” were issued in satisfaction of our obligation to pay interest on the Runoff Notes and $3.7 million of interest was paid in cash. Accrued interest decreased by $0.2 million during the three months ended March 31, 2013 from $1.5 million at December 31, 2012 to $1.3 million as of March 31, 2013. This accrued interest will be converted to PIK Notes at the next payment date if there is not sufficient cash available to satisfy the required interest payment.

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Net loss

Net loss for the three months ended March 31, 2013 totaled $3.8 million compared to a net loss of $3.0 million for the same period in 2012. The primary factors impacting the change in net (loss) income for the periods are summarized in the table below.

March 31, 2013 versus March 31, 2012 Summary of Change in Net (loss) income (in thousands)

	Three months ended
	March 31, 2013			March 31, 2012			% Change			$ Change
Revenue	$	4,101		$	11,271			-63.61	%	$	(7,170	)
Underwriting expenses		3,278			12,965			74.72	%		9,687
General and administrative		1,420			704			-101.70	%		(716	)
Loss contract fair market value reserve change		(987	)		—			N/A			987
Interest expense		4,206			563			-647.07	%		(3,643	)
Net (loss) income	$	(3,816	)	$	(2,961	)		-28.88	%	$	(855	)

Comprehensive Income (Loss)

The Company has no comprehensive income (loss) other than the net income (loss) disclosed in the condensed consolidated statement of operations.

Premiums Earned

The majority of WMMRC’s reinsurance contracts require premiums to be written and earned monthly. In a few cases, the premiums earned reflect the pro rata inclusion into income of premiums written over the life of the reinsurance contracts. Details of premiums earned are provided in the following table:

	Successor		Successor		Predecessor
	Three Months Ended March 31, 2013		Period from March 20, 2012 through March 31, 2012		Period from January 1, 2012 through March 19, 2012
Premiums assumed	$	3,374	$	1,011	$	6,130
Change in unearned premiums		31		8		47
Premiums earned	$	3,405	$	1,019	$	6,177

For the three months ended March 31, 2013, premiums earned totaled $3.4 million a decrease of $3.8 million when compared to premiums earned of $7.2 million for the same period in 2012. This is consistent with the status of WMMRC in runoff mode and further reflects the impact of the PMI Commutation described in Note 5: Insurance Activity to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

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Losses Incurred and Losses and Loss Adjustment Expenses

Losses incurred include losses paid and changes in loss reserves, including reserves for IBNR, premium deficiency reserves net of actual and estimated loss recoverable amounts. Details of net losses incurred for the three months ended March 31, 2013 and 2012, are provided in the following table:

	Successor		Successor		Predecessor
	Three Months Ended March 31, 2013		Period from March 20, 2012 through March 31 2012		Period from January 1, 2012 through March 19, 2012
Losses incurred	$	2,914	$	613	$	11,467

We establish reserves for each contract based on estimates of the ultimate cost of all losses including losses incurred but not reported. These estimated ultimate reserves are based on reports received from ceding companies, industry data and historical experience as well as our own actuarial estimates. Quarterly, we review these estimates on a contract by contract basis and adjust as we deem necessary based on updated information and our internal actuarial estimates.

For the three months ended March 31, 2013 and 2012, the loss ratios for our business were 86 percent and 168 percent, respectively. The loss ratio is calculated by dividing incurred losses for the period by earned premiums. The ratio provides a measure of underwriting profit or, in this case, loss.

The components of the liability for losses and loss adjustment reserves are as follows at March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Case-basis reserves	$	61,755	$	66,173
IBNR reserves		1,591		1,298
Premium deficit reserves		15,053		15,053
Total	$	78,399	$	82,524

Losses and loss adjustment reserve activity are as follows for the periods ended March 31, 2013 and December 31, 2012:

	March 31, 2013			December 31, 2012
Balance at beginning of period	$	82,524		$	142,119
Incurred - prior periods		2,914			30,111
Paid - prior periods		(7,039	)		(89,706	)
Total	$	78,399		$	82,524

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Net Investment Income (Loss)

A summary of our net investment income (loss) for the three months ended March 31, 2013 and 2012 is as follows:

	Successor			Successor			Predecessor
	Three Months Ended March 31, 2013			Period from March 20, 2012 through March 31, 2012			Period from January 1, 2012 through March 19, 2012
Investment income:
Amortization of premium or discount on fixed-maturity	$	(488	)	$	(87	)	$	(523	)
Investment income on fixed-maturity securities		1,858			401			2,467
Interest income on cash and equivalents		4			—			3
Realized net gain (loss) from sale of investment		134			(7	)		176
Unrealized (losses) gains on trading securities held at period end		(812	)		596			1,049
Net investment income	$	696		$	903		$	3,172

Income Taxes

The Company has no current tax liability due as a result of its tax loss position for periods ended March 31, 2013 and 2012 and December 31, 2012. More detailed information regarding the Company’s tax position including net operating loss carry forwards is provided in Note 7: Federal Income Taxes to the consolidated financial statements in Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2012 and on Note 7: Federal Income Taxes to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

The Company files a consolidated federal income tax return. Pursuant to a tax sharing agreement, WMMRC’s federal income tax liability is calculated on a separate return basis determined by applying 35 percent to taxable income, in accordance with the provisions of the Internal Revenue Code that apply to property and casualty insurance companies. The Company, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIHC during the periods ending March 31, 2013 and December 31, 2012 associated with the Company’s tax liability from the current or preceding periods.

Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, recognition of unearned premiums, net operating losses and unrealized gains and losses on investments. As of March 31, 2013 and December 31, 2012, the Company recorded a valuation allowance equal to 100 percent of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future. The amount of deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are revised.

Investments

General

We hold investments at both WMIHC and WMMRC and the two portfolios consist entirely of fixed income instruments, including commercial paper and overnight money market funds. The value of these investments declined from $311.1 million as of December 31, 2012 to $306.6 million as of March 31, 2013. The primary factor in this decrease in investments was the result of loan losses paid from the funds held in trust for this purpose of WMMRC. In addition, the Company held $0.2 million and $25.2 million restricted cash at March 31, 2013 and December 31, 2012 respectively.

We work with investment broker dealers and, in the case of WMMRC, collateral trustees, in determining whether a market for a financial instrument is active or inactive. We regularly obtain indicative pricing from market makers and from multiple dealers and compare the level of pricing variances as a way to observe market liquidity for certain investment securities. We also obtain trade history and live market quotations from publicly quoted sources, such as Bloomberg, for trade volume and frequency observation. While we obtain market pricing information from broker dealers, the ultimate fair value of our investments is based on portfolio statements provided by financial institutions that hold our accounts.

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During the 3 months ended March 31, 2013 and the year ended December 31, 2012, corporate securities that mature within 12 months were transferred from Level 2 to Level 1, given improved liquidity in capital markets for those securities. Please refer to Note 6: Investment Securities to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, for additional information regarding our investment securities.

WMIHC

On the Effective Date, WMIHC received $75 million of cash as contemplated by the Plan. We invested $74 million in agency discount notes, corporate obligations and overnight money market funds. These investment securities are primarily scheduled to mature within six months after purchase and we intend to hold all investments to maturity. WMIHC’s investment portfolio is recorded at amortized cost. At March 31, 2013, the portfolio was valued at $75.9 million approximately 90 percent of the portfolio consists of securities that will mature within the next 12 months and 100 percent of the securities will mature within the next two years.

WMMRC

WMMRC’s investments are valued at fair value and any unrealized gains or losses are reflected in net investment income (loss) in the condensed consolidated statements of income. At March 31, 2013, over 93 percent of WMMRC’s investment portfolio was held in five trusts for the benefit of primary mortgage insurers with whom WMMRC established agreements to reinsure private mortgage insurance risk. The total portfolio, including funds in overnight money market instruments, was valued at approximately $230.8 million. Approximately 25 percent of the portfolio consists of securities that will mature within the next 12 months and 41 percent of the securities will mature between one and five years, and the remaining 34 percent beyond five years.

Liquidity and Capital Resources

General

WMIHC is organized as a holding company with limited operations of its own. With respect to its own operations, WMIHC has limited continuing cash needs, other than with respect to the payment of administrative expenses and interest and principal payments on “Runoff Notes” described below in this Item 2. under “Notes Payable”. Interest and principal payments on the Runoff Notes are payable solely from “Runoff Proceeds” (as defined in the “Indentures” described below in this Item 2. under “Notes Payable”) received by WMIHC from WMMRC from time to time. Except in limited circumstances described in Note 9 to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, the Runoff Notes are nonrecourse to WMIHC. See Note 9: Notes Payable to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q. In addition, all of our significant operations are conducted through our wholly-owned reinsurance subsidiary, WMMRC, which formerly underwrote risks associated with our mortgage reinsurance programs, but has been operating in runoff mode since the Petition Date. There are restrictions on WMMRC’s ability to pay dividends which are described in more detail below. WMIHC does not currently expect to pay dividends on our common shares.

Liquidity Management

The objective of liquidity management is to ensure the Company has the continuing ability to maintain cash flows that are adequate to fund operations and meet obligations and other commitments on a timely and cost-effective basis. The Company establishes and maintains liquidity guidelines for WMIHC as well as for WMMRC, its principal operating subsidiary. Funds held by WMMRC are not available to WMIHC to satisfy its liquidity needs. Any dividend or payment by WMMRC to WMIHC must be approved by the Insurance Commissioner of the State of Hawaii. In light of the restrictions on dividends applicable to WMMRC, WMIHC’s principal sources of liquidity are its unrestricted investments, investment income derived from these investments, fees paid to it by WMMRC with respect to services provided pursuant to the two services agreements approved by the Insurance Commissioner of the State of Hawaii, cash on hand and potential borrowings made under its existing “Financing Agreement” described below in this Item 2. under “Financing Arrangements”. In addition, all dividends paid by WMMRC to WMIHC must first be used to make payments on the Runoff Notes in accordance with the Indentures.

Our sources of liquidity include premium receipts, investment income, cash on hand, investment securities and our $125 million financing facility. Because of the limited nature of WMIHC’s operations, and the runoff nature of WMMRC’s business, as discussed above, all cash available to WMMRC is primarily used to pay reinsurance losses and loss adjustment expenses, ceding commissions, interest and principal obligations on the Runoff Notes (only if WMIHC is in receipt of Runoff Proceeds; otherwise WMIHC pays interest using the “payment-in-kind” (“PIK”) option available under the Indentures) and general administrative expenses.

The Company monitors operating activities, forecasts liquidity needs and adjusts composition of investment securities in order to address liquidity needs. The Company currently has negative monthly operating cash flows mainly due to loss expenses at WMMRC. As a result, the Company maintains a very high quality and short duration investment portfolio in order to match its liability profile at both levels of the consolidated organization.

WMMRC has net assets totaling $167.1 million and $167.0 million as of March 31, 2013 and December 31, 2012, respectively. These net assets are not immediately available for distribution to WMIHC due to restrictions imposed by the trust arrangements referenced earlier in this report, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIHC are further restricted by the terms of the Runoff Notes described in Note 9: Notes Payable to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

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Capital Structure and Management

WMIHC’s capital structure consists of shareholders’ equity and $115.7 million of term debt. Term debt of $130.0 million was issued on the Effective Date. This has subsequently decreased by a net amount of $14.3 million as a result of principal payments totaling $23.3 million net of PIK Notes which have been issued totaling $9.0 million.

On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation, WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of preferred stock, each with a par value of $0.00001 per share. As of March 31, 2013, 201,156,078 shares of WMIHC’s common stock were issued and outstanding; no shares of its preferred stock are issued or outstanding.

We expect our existing capital structure is sufficient to sustain our current business operations and currently do not anticipate incurring additional indebtedness. The foregoing notwithstanding, the Company may, subject to market conditions, as well as limitations set forth in the documentation governing the Financing Agreement (described below) and Indentures (described below), determine to incur additional indebtedness or raise additional equity capital in connection with undertaking one or more acquisitions. As previously announced we have retained Blackstone Advisory Partners, LP to act as our financial advisors and to assist us in developing an acquisition strategy.

While WMIHC is not subject to regulatory capital requirements, WMMRC is required to comply with various solvency and liquidity requirements pursuant to the insurance laws of the State of Hawaii. WMMRC is required to maintain minimum capital and surplus requirements of an amount established under applicable Hawaii law and deemed appropriate by the Insurance Commissioner of the State of Hawaii. As of March 31, 2013, management believes that WMMRC is compliant with applicable statutory solvency, liquidity and minimum capital and surplus requirements. The payment of dividends is subject to statutory restrictions imposed by Hawaii insurance laws and regulations and requires approval from the Insurance Commissioner of the State of Hawaii. In addition, the Financing Agreement and the Indentures impose restrictions on WMMRC business activities. During the quarter ended March 31, 2013, WMMRC paid no dividends to its parent. However, on April 3, 2013 WMMRC paid $2.0 million in dividends to its parent which was deposited into the Collateral Account and will be distributed in accordance with the Indentures. See Note 15: Subsequent Events to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

Financing Agreement

As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among WMIHC, each current subsidiary of WMIHC and any additional subsidiary or person who later agrees to or becomes a guarantor, the lenders, severally and not jointly, from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Agent”). The credit facility established by the Financing Agreement may be used for only certain specific purposes.

The facility consists of (a) a tranche A term loan and a tranche A-1 term loan in the aggregate principal amount of $25 million and (b) a tranche B term loan in the aggregate principal amount of $100.0 million. The proceeds of (a) the tranche A term loan and tranche A-1 term loan can be used to fund working capital and for general corporate purposes, and (b) the tranche B term loan can be used to fund certain permitted acquisitions and permitted originations (as these terms are defined in the Financing Agreement) which are limited to acquisitions and originations of business in the financial services or insurance sector. The Lenders are severally, and not jointly, obligated to extend such credit to WMIHC. As of March 31, 2013 and December 31, 2012, no loans are outstanding under the Financing Agreement. The facility is secured by substantially all of WMIHC’s assets and the Lenders must have an additional first priority lien on any new business and assets acquired.

Notes Payable

On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.

The Runoff Notes are secured by, and have a specified priority in right of payment in, (a) a securities or deposit account into which WMIHC will deposit distributions it receives of Runoff Proceeds (as defined within the Indentures) (the “Collateral Account”) and (b) the equity interests in, and assets of, either WMMRC, or such other entity as holds (or may hold in the future) WMMRC’s existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). No such regulatory approval has been obtained as of the date on which these condensed consolidated financial statements are being published.

37

WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in a Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.

In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with all interest payments due and payable in respect of the Second Lien Runoff Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. Since the issuance of the Indentures through March 31, 2013 $7.4 million in interest payments on the First Lien Notes were paid in cash. The aggregate face amount of PIK Notes issued and outstanding as of March 31, 2013 and December 31, 2012 totals approximately $9.0 million and $8.3 million. Outstanding amounts under these Runoff Notes totaled approximately $115.7 million and $136.3 million as of March 31, 2013 and December 31, 2012. Approximately $21.3 million and $2.0 million of First Lien Notes principal was paid during the three months ended March 31, 2013 and the year ended December 31, 2012. Interest on First Lien Notes paid in cash totaled approximately $3.7 million, $0.0 million and $3.7 million during the three months ended March 31, 2013 and 2012 and the year ended December 31, 2012 respectively.

As of March 31, 2013 the Collateral Account contained $0.0 million of cash received from WMMRC to be used for future principal and interest payments. However, on April 3, 2013 WMMRC paid $2.0 million in dividends to its parent which was deposited into the Collateral Account and will be distributed in accordance with the Indentures. See Note 15: Subsequent Events to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for more information.

Contractual Obligations Commitments and Contingencies

WMMRC has engaged a Hawaiian-based service provider to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee.

On March 19, 2012, WMIHC entered into an Investment Management Agreement with WMMRC. Under the terms of this agreement, WMIHC receives a fee from WMMRC equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIHC is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject. The Investment Management Agreement has been approved by the Insurance Commissioner of the State of Hawaii.

On March 19, 2012, WMIHC entered into an Administrative Services Agreement with WMMRC. Under the terms of this agreement, WMIHC receives from WMMRC a fee of $110 thousand per month. WMIHC is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management, and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business. The Administrative Services Agreement has been approved by the Insurance Commissioner of the State of Hawaii.

Total amounts incurred under the Investment Management Agreement and Administration Services Agreement totaled $443 thousand for the three months ended March 31, 2013, $64 thousand for the period from March 20, 2012 to March 31, 2012 and zero for the period from January 1, 2012 to March 19, 2012. The expense and related income eliminate on consolidation. These agreements are described above.

On March 23, 2012, WMIHC and the Trust entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, each party will make available certain services and employees. The TSA provides the Company with office space for its current employees and basic infrastructure and support services to allow the Company to operate. The TSA provides the Trust with access to certain of the Company’s employees and, initially, use for a limited time of the Company’s health insurance plan for its employees. The TSA was amended on September 24, 2012 and the term of the agreement was initially extended through March 31, 2013 subject to automatic renewal for successive additional three-month terms unless earlier terminated by either party upon at least 30 days written notice prior to the expiration of the term. The agreement has automatically renewed per its terms and is currently in place through the June 30, 2013, subject to additional renewals. Either party may terminate one or more of the services offered upon ten (10) days written notice to the other party.

38

See Note 4: Fresh Start Accounting to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for a discussion of fees attributed to WMMRC in accordance with SAB Topics 1B and 1B1 which address common cost and expense allocations for pre-Effective Date periods in Fresh Start Accounting section.

In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Election”. Essentially, the Plan defines the “Pro Rata Share of the Common Stock Election” as ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).

If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC). Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and Confirmation Order.

As of March 31, 2013, WMIHC had not received any Litigation Proceeds in connection with the foregoing. Given the speculative nature of litigation, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds.

As a result of the reorganization an intangible asset was identified related to reinsurance contracts which were held by WMMRC. The contracts were evaluated to determine whether the value attributable to such contracts was either above market or in a loss contract position. After taking such evaluation into consideration, a loss contract fair market value reserve totaling $63.1 million was recorded. The Company adopted the fair value option relative to this reserve. The reserve will be evaluated periodically for changes to its value. As of March 31, 2013, the loss contract fair market value reserve was analyzed and determined to have a fair market value of $51.2 million. The fair market value of this reserve was $52.2 million at December 31, 2012. The decrease in the loss contract fair market value reserve during the period from December 31, 2012 through March 31, 2013 totaled $1.0 million and resulted in a corresponding decrease in expense of the same amount. The loss contract fair market value reserve was established at a value of $63.1 million on March 19, 2012 as a result of our reorganization. No change in the value of the loss contract fair market value reserve occurred during the period between March 20, 2012 and March 31, 2012. The fair market value of this reserve will ultimately be reduced to zero therefore it will improve operating results in future periods as it will reduce future expenses. For additional information see Note 3: Significant Accounting Policies and Note 4: Fresh Start Accounting to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

39

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are principally exposed to three types of market risk:

• interest rate risk;

• credit risk; and

• liquidity risk.

There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures.

Our management has evaluated, under the supervision and with the participation of our Interim Chief Executive Officer, and Interim Chief Financial Officer, the effectiveness of the disclosure controls and procedures of the Company as of March 31, 2013. Based on that evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of March 31, 2013, the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective in ensuring that information required to be disclosed by the Company in reports the Company files or submits under the Exchange Act:

(1) is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and

(2) is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

40

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Except as described below, as of March 31, 2013, the Company was not a party to, or aware of, any pending legal proceedings or investigations against the Company requiring disclosure at this time.

The Company notes that Article XLI of the Plan includes, among other things, customary discharge, injunction, bar order and release provisions which, when taken together, operate to insulate the Company from and against any liabilities in respect of claims and causes of action that arose prior to the Petition Date. In addition, the Plan also includes a customary exculpation clause in favor of the Debtors, their directors, officers and others named therein for conduct during the pendency of the Company’s Chapter 11 proceedings (other than in respect of willful misconduct or conduct that was grossly negligent).

WMMRC Litigation

With respect to WMIHC’s sole operating subsidiary, WMMRC, on October 22, 2007, lead plaintiffs Robert Alexander and James Reed filed a putative Class Action Complaint (the “Class Action Complaint”) in the United States District Court, Eastern District of Pennsylvania (the “Pennsylvania Action”) against WMMRC, WMI, WMB and FSB collectively, the “Defendants”) alleging that the Defendants violated Section 8 of the Real Estate Settlement Procedures Act (“RESPA”), 12 U.S.C. § 2607, by collecting referral payments or unearned fees in the form of reinsurance premiums. Specifically, plaintiffs allege that the private mortgage insurance policies procured in connection with their loans are subject to captive reinsurance arrangements between private mortgage insurers and WMMRC. Plaintiffs have alleged that a percentage of the mortgage insurance premiums paid by borrowers are ceded to WMMRC, but that the risk assumed by WMMRC is not commensurate with the premiums that it receives. According to plaintiffs, these allegedly excessive reinsurance premiums were disguised kickbacks paid to WMI through the captive reinsurance arrangements in exchange for the placement of its primary mortgage business. The complaint seeks treble damages, attorney’s fees and defense costs.

On December 21, 2007, the Defendants filed a Motion to Dismiss Plaintiffs’ Complaint. That motion was denied. The Defendants subsequently filed an interlocutory appeal of the denial with the Third Circuit Court of Appeals. Following the Third Circuit’s October 2009 decision in Alston v. Countrywide Financial Corp., 585 F.3d 753 (3d Cir. 2009), which raised similar issues, the petition for appeal in the Pennsylvania Action was denied and the matter was returned to the district court. On January 11, 2010, the Pennsylvania Action was removed from the Civil Suspense File and re-opened for final disposition by the district court. A joint discovery plan was approved by the district court on February 2, 2010. The Pennsylvania Action remained stayed as to WMI due to its bankruptcy filing.

On March 1, 2010, WMMRC filed an Amended Answer to the Class Action Complaint. In addition, pursuant to the parties’ joint discovery plan, three additional motions were filed on March 1, 2010. The FDIC, in its capacity as receiver for WMB, and JPMC, as successor to FSB, filed motions to dismiss the complaint for lack of subject matter jurisdiction.

Additionally, the FDIC, as receiver, filed a motion to strike plaintiffs’ class allegations against the FDIC for failure to comply with procedural requirements of the Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”). The FDIC’s motion to dismiss was granted on June 28, 2011.

In 2011, the parties reached a preliminary compromise and settlement in the Class Action Complaint. That compromise was subsequently memorialized in a written settlement agreement. Pursuant to the Federal Rules of Civil Procedure, the settlement must be approved by the United States District Court, Eastern District of Pennsylvania (the “District Court”). On June 4, 2012, Plaintiffs filed a motion for preliminary approval of the settlement and on June 25, 2012, the District Court entered an order preliminarily approving such settlement. In accordance with GAAP guidance on Loss Contingencies, in 2010 management recorded an accrual for estimated anticipated settlements of $4 million as a component of other liabilities on the balance sheet and as a component of general and administrative expenses on the statement of operations. On or about July 16, 2012, the settlement amount was deposited into a settlement distribution escrow account from which the settlement amount will be distributed to plaintiffs in accordance with the terms of the settlement agreement. Accordingly, the amount of the accrual relating to the settlement amount was zero as of December 31, 2012. A final hearing to approve the settlement of the Class Action Complaint was held on November 27, 2012 and the District Court issued an order finally approving the settlement on December 4, 2012. Distributions to eligible class members are in process.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Part I-Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in our risk factors from those disclosed in such Annual Report.

41

Item 6. Exhibits

The following exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

Exhibit Number	Description of Exhibit
3.2	Amended and Restated Bylaws of WMI Holdings Corp., dated March 19, 2012, as amended by the Amendment to Bylaws dated April 1, 2013.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to the 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

42

SIGNATURES

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

	WMI HOLDINGS CORP.
	(Registrant)
Dated: May 10, 2013	By:	/s/ Charles Edward Smith
	Name:	Charles Edward Smith
	Title:	Interim Chief Executive Officer

Dated: May 10, 2013	By:	/s/ Timothy F. Jaeger
	Name:	Timothy F. Jaeger
	Title:	Interim Chief Financial Officer

43

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

WMI HOLDINGS CORP.

(a Washington corporation)

TABLE OF CONTENTS

		Page
ARTICLE I	OFFICES		1
1.1	Registered Office and Agent		1
1.2	Principal Offices		1
1.3	Other Offices		1
ARTICLE II	MEETINGS OF SHAREHOLDERS		1
2.1	Annual Meeting		1
2.2	Special Meeting		1
2.3	Place of Meetings		2
2.4	Notice		2
2.5	Voting List		2
2.6	Quorum		2
2.7	Required Vote; Withdrawal of Quorum		3
2.8	Method of Voting; Proxies		3
2.9	Record Date		3
2.10	Conduct of Meeting		4
2.11	Inspectors		4
2.12	Approval of Corporate Action by Shareholders Without Meeting		5
ARTICLE III	DIRECTORS		6
3.1	Management		6
3.2	Number; Qualification; Election; Term		7
3.3	Change in Number		7
3.4	Vacancies		7
3.5	Meetings of Directors		7
3.6	Annual Meeting		8
3.7	Regular Meetings		8
3.8	Special Meetings		8
3.9	Notice		8
3.10	Quorum; Majority Vote		8
3.11	Procedure		8
3.12	Compensation		8
3.13	Chairman of the Board		9
3.14	Action by Board or Committees Without Meeting		9
ARTICLE IV	COMMITTEES		9
4.1	Designation		9
4.2	Number; Qualification; Term		9
4.3	Authority		9
4.4	Committee Changes		9
4.5	Regular Meetings		9
4.6	Special Meetings		10
4.7	Quorum; Majority Vote		10
4.8	Minutes		10
4.9	Compensation		10
4.10	Responsibility		10

i

TABLE OF CONTENTS

(continued)

		Page
ARTICLE V	NOTICE		10
5.1	Method		10
5.2	Waiver		11
ARTICLE VI	OFFICERS		11
6.1	Number; Titles; Term of Office		11
6.2	Removal		11
6.3	Vacancies		11
6.4	Authority		11
6.5	Compensation		11
6.6	Chief Executive Officer		11
6.7	President		12
6.8	Chief Financial Officer		12
6.9	Vice Presidents		12
6.10	Treasurer		12
6.11	Assistant Treasurers		12
6.12	Secretary		12
6.13	Assistant Secretaries		13
ARTICLE VII	CERTIFICATES AND SHAREHOLDERS		13
7.1	Certificates for Shares		13
7.2	Replacement of Lost or Destroyed Certificates		13
7.3	Facsimile Signatures		13
7.4	Transfer of Shares		14
7.5	Registered Shareholders		14
7.6	Regulations		14
7.7	Legends		14
ARTICLE VIII	INDEMNIFICATION		14
8.1	Nature of Indemnity		14
8.2	Advances for Expenses		15
8.3	Procedure for Indemnification and Advancement		15
8.4	Other Rights; Continuation of Right to Indemnification		15
8.5	Insurance		16
8.6	Savings Clause		16
ARTICLE IX	MISCELLANEOUS PROVISIONS		16
9.1	Dividends		16
9.2	Reserves		16
9.3	Books and Records		16
9.4	Fiscal Year		16
9.5	Seal		16
9.6	Resignations		16
9.7	Securities of Other Corporations		17
9.8	Telephone Meetings		17
9.9	Treasury Regulation 1.382-3		17

ii

TABLE OF CONTENTS

(continued)

		Page
9.10	Invalid Provisions		17
9.11	Mortgages, etc		17
9.12	Headings		17
9.13	References		17
9.14	Amendments		17

iii

AMENDED AND RESTATED

BYLAWS

OF

WMI HOLDINGS CORP.

(a Washington corporation)

PREAMBLE

These Amended and Restated Bylaws (“Bylaws”) are subject to, and governed by, the Washington Business Corporation Act (“WBCA”) and the Amended and Restated Articles of Incorporation (as amended from time to time, the “Charter”) of WMI Holdings Corp., a Washington corporation (the “Corporation”). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the WBCA or the Charter, such provisions of the WBCA or the Charter, as the case may be, shall control.

ARTICLE I

OFFICES

1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State of Washington.

1.2 Principal Offices. The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the board of directors of the Corporation (the “Board”), within and without the State of Washington. The Board is granted full power and authority to change said principal office from one location to another.

1.3 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Washington, as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1 Annual Meeting. An annual meeting of shareholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the Board and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting, provided, however, that the first annual meeting shall take place within fifteen (15) months after the Effective Date (as defined in the Seventh Amended Joint Plan of Washington Mutual, Inc. and WMI Investment Corp. Pursuant to chapter 11 of the Bankruptcy Code). At such meeting, the shareholders shall, subject to Article III hereof, elect directors and transact such other business as may properly be brought before the meeting.

2.2 Special Meeting. A special meeting of the shareholders may be called at any time by the Chairman of the Board, the President, or the Board, and shall be called by the President or the Secretary at the request in writing of the shareholders of record of not less than ten percent (10%) of all shares entitled to vote at such meeting or as otherwise provided by the Charter. A special meeting shall be held on such date and at such time as shall be designated by the person(s) calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting or in a duly executed waiver of notice of such meeting.

2.3 Place of Meetings. An annual meeting of shareholders may be held at any place within or without the State of Washington designated by the Board. A special meeting of shareholders may be held at any place within or without the State of Washington designated in the notice of the meeting or a duly executed waiver of notice of such meeting. Meetings of shareholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

2.4 Notice. Notice stating the place, if any, day, and time of each meeting of the shareholders, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called shall, unless otherwise provided by law, the Charter or these Bylaws, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person(s) calling the meeting, to each shareholder of record entitled to vote at such meeting. If such notice is to be sent by mail, it shall be directed to such shareholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 23B.01.410(2)(c) of the WBCA.

2.5 Voting List. At least ten (10) days before each meeting of shareholders, the Secretary or other officer of the Corporation who has charge of the Corporation’s stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the Board, shall prepare a complete list of shareholders entitled to vote thereat (provided, however, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the shareholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order and showing the address of each shareholder and number of shares registered in the name of each shareholder. For a period of ten (10) days prior to such meeting, such list shall be available for inspection by any shareholder during ordinary business hours, at the principal place of business of the Corporation or at a place specified in the meeting notice in the city where the meeting will be held and shall be open to examination by any shareholder for any purpose germane to the meeting. Such list shall be produced at such meeting and kept at the meeting at all times during such meeting and may be inspected by any shareholder who is present.

2.6 Quorum. The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by law, the Charter, or these Bylaws. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall not be present, in person or by proxy, at any meeting of shareholders, the shareholders entitled to vote thereat who are present, in person or by proxy, or, if no shareholder entitled to vote is present, any officer of the Corporation, may adjourn the meeting from time to time. Notice need not be given of the new date, time or place for the adjourned meeting if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted that may have been transacted at the original meeting had a quorum been present.

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2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, at the meeting and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one on which, by applicable law or any rule or regulation applicable to the Corporation or its stock, or under an express provision of the Charter or these Bylaws, a different vote is required, in which case such applicable law, rule or regulation, or such express provision shall govern and control the decision of such question. Once a share is represented for any purpose at a meeting other than solely to object to holding a meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

2.8 Method of Voting; Proxies. Except as otherwise provided in the Charter or by law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Elections of directors need not be by written ballot. At any meeting of shareholders, every shareholder having the right to vote may vote either in person or by a proxy executed in writing by the shareholder or transmitted by the shareholder as permitted by law, including, without limitation, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by such shareholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. Any such proxy transmitted electronically shall set forth information from which it can be determined by the Secretary of the Corporation that such electronic transmission was authorized by the shareholder. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.

2.9 Record Date.

(a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action (other than shareholder action by written consent, which is governed by Section 2.9(b) hereof), the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, for any such determination of shareholders, such date in any case to be not more than sixty (60) days, and, in the case of a record date for a meeting, not less than ten (10) days prior to such meeting. If the Board so fixes a record date for a meeting, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed:

(i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(ii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(iii) A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the shareholders entitled to approve corporate action by consent without a meeting (including, without limitation, by telegram, cablegram or other electronic transmission as permitted by law), the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board to fix a record date. Such notice shall specify the action proposed to be consented to by shareholders. The Board shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board pursuant to the first sentence of this paragraph). If no record date has been fixed by the Board within ten (10) days after the date on which such a request is received, the record date for determining shareholders entitled to approve corporate action by consent without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivering such consent to the Corporation’s registered office in the State of Washington, the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Corporation’s registered office in the State of Washington, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested.

2.10 Conduct of Meeting. The Chairman of the Board, if such office has been filled, and, if not, or if the Chairman of the Board is absent or otherwise unable to act, the President, shall preside at all meetings of shareholders. The Secretary shall keep the records of each meeting of shareholders. In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these Bylaws or by some person appointed by the meeting.

2.11 Inspectors. The Board may, and shall if required by law, in advance of any meeting of shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting, the inspectors shall

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make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be shareholders.

2.12 Approval of Corporate Action by Shareholders Without Meeting. Any corporate action that may or is required to be approved at a meeting of the shareholders may be approved without a meeting or a vote, pursuant to the provisions of this Section 2.12.

(a) Unanimous Written Consent. If the Corporation is a public company (as defined in the WBCA), corporate action may be approved by means of execution of a single consent or multiple counterpart consents by all shareholders entitled to vote on the corporate action.

(b) Less Than Unanimous Written Consent. If the Corporation is not a public company (as defined in the WBCA), and if authorized by a general or limited authorization in the Charter, corporate action may be approved by means of execution of a single consent or multiple counterpart consents by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to approve the corporate action at a meeting at which all shares entitled to vote on the corporate action were present and voted.

(c) Requirements for Shareholder Consents. Any shareholder consent in lieu of a meeting must (i) be in the form of a record; (ii) indicate the date of execution of the consent by each shareholder who executes it, which date must be on or after the applicable record date; (iii) describe the corporate action being approved; (iv) when delivered to each shareholder for execution, include or be accompanied by the same material that would have been required by the WBCA, the Charter or these Bylaws to be delivered to shareholders in or accompanying a notice of meeting at which the proposed corporate action would have been submitted for shareholder approval; and (v) be delivered to the Corporation for filing with the corporate records.

(d) General Provisions.

(i) Notice of Consent.

(A) Notice that shareholder consents are being sought under Section 2.12(a) or Section 2.12(b), as applicable, shall be given, by the Corporation or another person soliciting such consents, on or promptly after the record date, to all shareholders entitled to vote on the record date who have not yet executed the shareholder consent and, if the WBCA would otherwise require that notice of a meeting of shareholders to consider the proposed corporate action be given to nonvoting shareholders, to all nonvoting shareholders as of the record date. Such notice shall include or be accompanied by the same information required to be included in or to accompany the shareholder consent under Sections 2.12(c)(iii) and (iv).

(B) Promptly after delivery to the Corporation of shareholder consents sufficient to approve the corporate action under Section 2.12(a) or Section 2.12(b), as applicable, notice that sufficient shareholder consents have been executed to approve the corporate action shall be

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given by the Corporation to all shareholders entitled to vote on the record date, and, if the WBCA would otherwise require that notice of a meeting of shareholders to consider the proposed corporate action be given to nonvoting shareholders, to all nonvoting shareholders as of the record date. If the Corporation receives shareholder consents sufficient to approve the corporate action under Section 2.12(a) or Section 2.12(b), as applicable, as of or promptly after the record date, the notice required under this Section 2.12(d)(i)(B) may be combined with the notice required under Section 2.12(d)(i)(A).

(ii) Record Date. If not otherwise fixed by the Board, the record date for determining shareholders entitled to take action without a meeting is the date of execution indicated on the earliest dated shareholder consent, even though such shareholder consent may not have been delivered to the Corporation on that date.

(iii) Withdrawal of Consent. A shareholder may withdraw an executed shareholder consent by delivering a notice of withdrawal in the form of an executed record to the Corporation prior to the time when shareholder consents sufficient to approve the corporate action have been delivered to the Corporation.

(iv) Date of Signature. Every shareholder consent shall bear the date of execution of each shareholder that executes such consent.

(v) Time Allowed to Complete Execution of Consents. An executed shareholder consent is not effective to approve the corporate action referred to in the consent unless, within sixty (60) days of the earliest dated shareholder consent delivered to the Corporation, shareholder consents executed by a sufficient number of shareholders to approve the corporate action are delivered to the Corporation.

(vi) Effective Date of Shareholder Approval by Consent. Unless the shareholder consent specifies a later effective date, shareholder approval of corporate action by consent of the shareholders is effective when (A) executed shareholder consents sufficient to approve the corporate action are delivered to the Corporation, either at an address designated by the Corporation for delivery of such shareholder consents or at the Corporation’s registered office, or to such electronic address, location or system as the Corporation may have designated for delivery of such shareholder consents, and (B) if corporate action is approved by less than unanimous consent, the period of advance notice (if any) required by the Charter to be given to any nonconsenting or nonvoting shareholders has been satisfied.

(vii) Inclusion in Corporate Records. Any shareholder consent obtained in accordance with this Section 2.12 shall be inserted in the Corporation’s minute book as if it were the minutes of a meeting of the shareholders.

ARTICLE III

DIRECTORS

3.1 Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Charter directed or required to be exercised or done solely by the shareholders.

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3.2 Number; Qualification; Election; Term. The number of directors that shall constitute the entire Board shall be seven (7). The directors as of the date hereof shall be Michael Willingham, Mark Holliday, Diane Glossman, Timothy Graham, Steven Scheiwe, Michael Renoff (the “TPS Director”) and Eugene Davis (the “FA Director”). Except as otherwise provided by the Bylaws or the Charter, the directors shall be elected at each annual meeting of shareholders at which a quorum is present. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors and each director so chosen shall hold office until his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office. None of the directors need be a shareholder of the Corporation or a resident of the State of Washington. Each director must have attained the age of majority. For so long as that certain financing agreement dated March 19, 2012, by and among the Corporation, the lenders from time to time party thereto, U.S. Bank National Association, as agent for the lenders, and certain other parties thereto (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from to time, the “Financing Agreement”), remains in effect or any obligations remain outstanding thereunder , no person nominated for election to the Board, as a successor to the FA Director (or his or her successor or subsequent successor thereof) or appointed to fill a vacancy in the Board which was held by the FA Director, shall be qualified to serve as a director unless the Required Lenders (as such term is defined in the Financing Agreement), by notice in writing from the Required Lenders to the Corporation, shall have approved and recommended to the Board such nominee or appointee, who shall be acceptable to the Required Lenders in their sole discretion (the “FA Director Qualification Requirement”), and no such person shall be entitled to serve, be elected or appointed as a replacement or successor to the FA Director unless such nomination or appointment has been made in compliance with the foregoing terms. The FA Director Qualification Requirement is expressly intended to prescribe, pursuant to Section 23B.08.020 of the Act, a qualification requirement for any successor to the FA Director (including any subsequent successor to his or her successor) so long as the Financing Agreement remains in effect or any obligations remain outstanding thereunder. If the Financing Agreement expires or is otherwise terminated, provided that in each case all obligations due thereunder or in connection therewith have been indefeasibly paid in full in cash, (i) the FA Director (or his or her successor) shall resign immediately without any further action by the Board or the Corporation’s shareholders, (ii) within seven (7) days of such event, the remaining members of the Board shall appoint a new director to replace the FA Director (or his or her successor), who shall not be required to meet the FA Director Qualification Requirement, and (iii) the FA Director Qualification Requirement shall terminate and no longer be in effect.

3.3 Change in Number. No decrease in the number of directors constituting the entire Board shall have the effect of shortening the term of any incumbent director.

3.4 Vacancies. Except as otherwise provided in the Charter or these Bylaws, newly created directorships resulting from any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or any other cause shall, unless otherwise required by the WBCA, be filled only by the Board, provided that if the directors then in office constitute less than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of the directors then in office, and provided further that any vacancy in the seat on the Board held by the FA Director (or any successor thereto) shall be filled by the Board as promptly as practicable and shall only be filled in accordance with the FA Director Qualification Requirement.

3.5 Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places within or without the State of Washington as the Board may from time to time determine or as shall be specified in the notice of such meeting or duly executed waiver of notice of such meeting.

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3.6 Annual Meeting. The annual meeting of the Board for the purpose of organization, the election of officers and the transaction of other business may be held on the same day and at the same place as the annual meeting of shareholders or at such other time and place (within or without the State of Washington) as shall be specified in a notice of the annual meeting of the Board given as hereinafter provided in Section 3.9 of this Article III.

3.7 Regular Meetings. Regular meetings of the Board shall be held at such times and places, if any, as shall be designated from time to time by resolution of the Board.

3.8 Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President, or any two members of the Board.

3.9 Notice. The Secretary shall give notice of each annual, regular or special meeting of the Board to each director for which notice is required, at least (i) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means or (ii) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with first class postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting by a writing signed by the director entitled to the notice, or by electronic transmission by the director, and filed with the minutes or corporate records. Notice of any such meeting need not be given to any director who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice.

3.10 Quorum; Majority Vote. At all meetings of the Board, a majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business. If at any meeting of the Board there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. Unless the act of a greater number is required by law, the Charter, or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board. At any time that the Charter provides that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in these Bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

3.11 Procedure. At meetings of the Board, business shall be transacted in such order as from time to time the Board may determine. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President shall preside at all meetings of the Board. In the absence or inability to act of either such officer, a chairman shall be chosen by the Board from among the directors present. The Secretary of the Corporation shall act as the secretary of each meeting of the Board unless the Board appoints another person to act as secretary of the meeting. The Board shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

3.12 Compensation. The Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the

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Board or any committee thereof; provided, however, that nothing contained in these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

3.13 Chairman of the Board. The Chairman of the Board, if elected by the Board, shall have such powers and duties as may be prescribed by the Board. The Chairman of the Board shall have authority to preside at all meetings of the shareholders and of the Board.

3.14 Action by Board or Committees Without Meeting. Any corporate action that could be approved at a meeting of the Board or of any committee created by the Board may be approved without a meeting if one or more consents setting forth the corporate action so approved are executed by all the directors or by all the members of the committee, either before or after the corporate action becomes effective, and are delivered to the Corporation. Each such consent shall be set forth either (i) in an executed record or (ii), if the Corporation has designated an address, location or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location or system, in an executed electronically transmitted record. Corporate action approved by consent of directors without a meeting is effective when the last director executes the consent, unless the consent specifies a later effective date. The consent shall be inserted in the minute book as if it were the minutes of the Board or a committee meeting.

ARTICLE IV

COMMITTEES

4.1 Designation. The Board may, by resolution, designate one or more committees.

4.2 Number; Qualification; Term. Each committee shall consist of two or more directors appointed by resolution adopted by the Board. The number of committee members may be increased or decreased from time to time by resolution adopted by the Board. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director.

4.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board in the management of the business and property of the Corporation except to the extent expressly restricted by law, the Charter, or these Bylaws.

4.4 Committee Changes. The Board shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

4.5 Regular Meetings. Regular meetings of any committee may be held at such time and place as may be designated from time to time by the committee and communicated to all members thereof at least (i) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means or (ii) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means.

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4.6 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least (i) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means or (ii) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission (subject to compliance with Section 23B.01.410(2)(c) of the WBCA) or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

4.7 Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the Board shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Charter, or these Bylaws.

4.8 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board upon the request of the Board. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

4.9 Compensation. Committee members may, by resolution of the Board, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meeting or a stated salary.

4.10 Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the Board or any director of any responsibility imposed upon it or such director by law.

ARTICLE V

NOTICE

5.1 Method. Whenever by statute, the Charter, or these Bylaws, notice is required to be given to any director, committee member or shareholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (i) in writing, by mail, postage prepaid, addressed to such committee member, director or shareholder at his address as it appears on the books or (in the case of a shareholder) the stock transfer records of the Corporation, or (ii) by any other method permitted by law (including, without limitation, by electronic transmission or facsimile telecommunication (in the case of a director or committee member who has consented to receive electronically transmitted notices or facsimile telecommunications, as applicable, and has designated (i) the address, location or system to which such notices may be electronically transmitted, or (ii) in the case of facsimile telecommunication, the number to which such notices may be sent) or by facsimile telecommunication, when directed to a number at which a shareholder has consented to receive notice, electronic mail, when directed to an electronic mail address at which a shareholder has consented to receive notice, posting on an electronic network together with separate notice to a shareholder of such specific posting and by any other form of electronic transmission, when directed to a shareholder). Any notice required or permitted to be given by overnight courier service shall be deemed effective when

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dispatched with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by telegram, cablegram or other electronic transmission as permitted by law shall be deemed effective at the time it is dispatched with all charges prepaid and addressed as aforesaid.

5.2 Waiver. Whenever any notice is required to be given to any shareholder, director, or committee member of the Corporation by statute, the Charter, or these Bylaws, a waiver thereof in writing, or by electronic transmission (subject to compliance with applicable law), executed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a shareholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

6.1 Number; Titles; Term of Office. The officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, and such other officers as the Board may from time to time elect or appoint, including, without limitation, one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the Board shall determine), and a Treasurer. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or, if earlier, until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Any two or more offices may be held by the same person. None of the officers need be a shareholder or a director of the Corporation or a resident of the State of Washington.

6.2 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the Board.

6.4 Authority. Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws or as may be determined by resolution of the Board not inconsistent with these Bylaws.

6.5 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the Board; provided, however, that the Board may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to the Chairman of the Board or the President.

6.6 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have the powers and perform the duties incident to that position. If the Chief Executive Officer is a director, he shall, in the absence of the Chairman of the Board, or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board or the shareholders. Subject to the powers of the Board, he shall be in the general and active charge of the entire business and affairs of the Corporation, including authority over its officers, agents and employees, and shall have such other duties as may from time to time be assigned to him by the Board. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and execute bonds, mortgages and other

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contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.

6.7 President. The President shall be the chief operating officer of the Corporation. He shall perform all duties incident to the office of President, and be responsible for the general direction of the operations of the business, reporting to the Chief Executive Officer, and shall have such other duties as may from time to time be assigned to him by the Board or as may be provided in these Bylaws. At the written request of the Chief Executive Officer, or in his absence or in the event of his inability to act, the President shall perform the duties of the Chief Executive Officer, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the Chief Executive Officer in respect of the performance of such duties.

6.8 Chief Financial Officer. The Chief Financial Officer shall (i) have charge and custody of, and be responsible for, all the funds and securities of the Corporation, (ii) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, (iii) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board or pursuant to its direction, (iv) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever, (v) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor, (vi) render to the Board, whenever the Board may require, an account of the financial condition of the Corporation, and (vii) in general, perform all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board. The Chief Financial Officer may also be the Treasurer if so determined by the Board and perform the duties hereinafter provided in Section 6.10 of this Article VI.

6.9 Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the Board or the President, and (in order of their seniority as determined by the Board or, in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during that officer’s absence or inability to act. As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

6.10 Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board, and shall perform such other duties as may be prescribed by the Board or the President.

6.11 Assistant Treasurers. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the Board or the President. The Assistant Treasurers (in the order of their seniority as determined by the Board or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

6.12 Secretary. Except as otherwise provided in these Bylaws, the Secretary shall keep the minutes of all meetings of the Board and of the shareholders in books provided for that purpose, and he shall attend to the giving and service of all notices. The Secretary shall have custody of the corporate seal of the Corporation (if any) and shall have authority to affix the same to any instrument requiring it and to attest it. He shall have charge of the certificate books, transfer books, and stock papers as the Board may

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direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during ordinary business hours. He shall in general perform all duties incident to the office of the Secretary, subject to the control of the Board and the President.

6.13 Assistant Secretaries. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the Board or the President. The Assistant Secretaries (in the order of their seniority as determined by the Board or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer’s absence or inability to act.

ARTICLE VII

CERTIFICATES AND SHAREHOLDERS

7.1 Certificates for Shares. The Board may issue stock certificates, or may provide by resolution or resolutions that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares of stock. Any issued stock certificates for shares of stock or series of stock of the Corporation shall be in such form as shall be approved by the Board. The certificates shall be signed by the Chairman of the Board or the President or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures on the certificate may be sealed with the seal of the Corporation or a facsimile thereof. If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and the number of shares. A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue more than one class or series of stock, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The Corporation shall furnish to any holder of uncertificated shares, upon request and without charge, a full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.2 Replacement of Lost or Destroyed Certificates. The Board may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation in respect of the certificate or certificates alleged to have been lost or destroyed.

7.3 Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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7.4 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate (if any) representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue (if requested) a new certificate to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books, provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.

7.5 Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

7.6 Regulations. The Board shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

7.7 Legends. The Board shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIII

INDEMNIFICATION

8.1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Corporation to the full extent permitted by the WBCA, as the same exists or may hereafter be amended, or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 8.3 of this Article VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Each person who is or was serving as a director or officer of a majority-owned subsidiary of the Corporation shall be deemed to be serving, or have served, at the request of the Corporation.

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8.2 Advances for Expenses. Reasonable expenses (including, without limitation, attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of (a) a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in Section 23B.08.510 of the WBCA, and (b) an undertaking by or on behalf an Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article VIII. The Board may, upon approval of such Indemnitee, authorize the Corporation’s counsel to represent such person in any proceeding, whether or not the Corporation is a party to such proceeding.

8.3 Procedure for Indemnification and Advancement. Any indemnification or advance of expenses (including, without limitation, attorney’s fees, costs and charges) under this Article VIII shall be made promptly, and in any event within 60 days, or, in the case of a claim for an advancement of expenses, within 20 days, upon the written request of an Indemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Article VIII). The right to indemnification or advancement as granted by this Article VIII shall be enforceable by such Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days (or 20 days with respect to advancement of expenses). Such Indemnitee’s costs and expenses incurred in connection with successfully establishing his right to indemnification or advancement, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including, without limitation, attorney’s fees, costs and charges) under this Article VIII where the required affirmation and undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the WBCA, as the same exists or hereafter may be amended, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the WBCA, as the same exists or hereafter may be amended, nor the fact that there has been an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

8.4 Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided by this Article VIII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of shareholders or directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administers of such person. All rights to indemnification and advancement of expenses under this Article VIII shall be deemed to be a contract between the Corporation and each Indemnitee. Any repeal or modification of this Article VIII or any repeal or modification of relevant provisions of the WBCA or any other applicable laws shall not in any way diminish any rights to indemnification or to advancement of expenses of such Indemnitee or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

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8.5 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (including, without limitation, with respect to an employee benefit plan), against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VIII; provided, however, that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board.

8.6 Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article VIII as to all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article VIII to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Dividends. Subject to provisions of law and the Charter, dividends may be declared by the Board at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the Board.

9.2 Reserves. There may be created by the Board out of funds of the Corporation legally available therefor such reserve or reserves as the Board from time to time, in its discretion, considers proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the Board shall consider beneficial to the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

9.3 Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its shareholders and Board and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

9.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board; provided, however, that if such fiscal year is not fixed by the Board and the selection of the fiscal year is not expressly deferred by the Board, the fiscal year shall be the calendar year.

9.5 Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board.

9.6 Resignations. Any director, committee member, or officer may resign by so stating at any meeting of the Board or by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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9.7 Securities of Other Corporations. The Chairman of the Board, the President, or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action in respect of any securities of another issuer that may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent in respect of any such securities.

9.8 Telephone Meetings. Members of the Board, members of a committee of the Board and the shareholders may participate in and hold a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9.8 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

9.9 Treasury Regulation 1.382-3. For purposes of applying Article VI of the Charter, if the Board reasonably believes that any person may have violated the Article VI provisions (including whether a person is part of an single entity under Treasury Regulation Section 1.382-3 and thus is a Substantial Holder), then the Board shall be authorized to require such person to provide such information, representations, agreements and/or opinions of counsel (which if required shall be “should” level opinions issued by nationally recognized counsel approved by the Board, and for the avoidance of doubt, can include the shareholder’s regular counsel) in support of the position that no violation has occurred.

9.10 Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

9.11 Mortgages, etc. In respect of any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the Board authorizing such execution expressly state that such attestation is necessary.

9.12 Headings. The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

9.13 References. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.

9.14 Amendments. These Bylaws may be amended or repealed or new Bylaws adopted only in accordance with Article VII of the Charter.

[The Remainder of this Page is Intentionally Left Blank.]

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The undersigned, the Secretary of the Corporation, hereby certifies that the foregoing Bylaws were adopted by unanimous consent by the directors of the Corporation on March 19, 2012.

/s/ Charles Edward Smith

Charles Edward Smith, Secretary

[SIGNATURE PAGE TO AMENDED AND RESTATED BYLAWS OF WMI HOLDINGS CORP.]

AMENDMENT TO BYLAWS

OF

WMI HOLDINGS CORP.

This Amendment to Bylaws is made to the Amended and Restated Bylaws of WMI Holdings Corp. adopted on March 19, 2012 (the “Bylaws”).

Article II of the Bylaws is amended to add a new Section 2.13 as follows:

2.13 Advance Notice by Shareholders of Nominations and Proposals of Business.

(a) Nominations of persons for election to the Board and proposals of business to be transacted by the shareholders may be made at an annual meeting of shareholders, (or in the case of election of directors, at a special meeting of shareholders held in lieu of an annual meeting) (i) pursuant to the Corporation’s proxy materials with respect to such meeting (or any supplement thereto), (ii) by or at the direction of the Board, or (iii) by any shareholder of the Corporation who is a shareholder of record at the time of the giving of the notice required in Section 2.13(b), who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.13. The foregoing clause (iii) shall be the exclusive means for a shareholder to make nominations or propose business (other than matters included in the Corporation’s proxy materials pursuant to Rule 14a-8 or Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at a meeting of shareholders.

(b) In order to assure that shareholders and the Corporation have a reasonable opportunity to consider nominations and other business proposed to be brought before a meeting of shareholders and to allow for full information to be distributed to shareholders, a shareholder properly may bring nominations or other business before an annual meeting of shareholders only if (i) the shareholder has given timely notice thereof in writing to the Secretary of the Corporation, and (ii) any such business is a proper matter for shareholder action under the Washington Business Corporation Act. To be timely, a shareholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than ninety (90) or more than one-hundred twenty (120) days prior to the one-year anniversary of the date on which the Corporation’s proxy statement was released to shareholders in connection with the previous year’s annual meeting of shareholders; provided, however, that, subject to the last sentence of this subsection (b), if the meeting is convened more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the shareholder to be timely must be received not later than the close of business on the later of the ninetieth day before such annual meeting, and the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting for which notice has been given commence a new time period (or extend any time period) for the giving of a shareholder’s notice.

(c) Such shareholder’s notice shall set forth:

(i) if such notice pertains to the nomination of directors, as to each person whom the shareholder proposes to nominate for election or reelection as

a director (A) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominee as a director in an election contest, or is otherwise required, pursuant to Regulation 14A under the Exchange Act, and (B) such person’s written consent to serve as a director if elected;

(ii) as to any business that the shareholder proposes to bring before the meeting, a brief description of such business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend the Charter or Bylaws of the Corporation, the text of such amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “party”): (A) the name and address of each such party; (B) the number of shares of the Corporation that are owned, directly or indirectly, beneficially and of record by each such party, (C) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares, regardless of whether settled in shares or cash) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of the Corporation’s capital stock, or increase or decrease the voting power of the shareholder or beneficial owner with respect to shares of stock of the Corporation, including the notional number of shares that are the subject of such agreement, arrangement or understanding, (D) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which any such party has a right to vote, directly or indirectly, any shares of the Corporation, (E) a description of any agreement, arrangement or understanding (whether or not in writing) between or among such shareholder or beneficial owner and any other person relating to acquiring, holding, voting or disposing of any shares of the Corporation, including the number of shares that are the subject of such agreement, arrangement or understanding, (which information shall be supplemented by such shareholder or such beneficial owner, as the case may be, not later than ten (10) days after the record date for the meeting to disclose such ownership as of the record date); and (F) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act. The information required by this subsection (iii) shall be updated through the date of the meeting to reflect any material changes in such positions.

The requirements of this Section 2.13 shall apply to any nomination or other business to be brought before an annual meeting by a shareholder, whether such business to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or presented to shareholders by means of an independently financed proxy solicitation or otherwise.

(d) Except as provided in Section 2.13(g) below, a person shall not be eligible for election or reelection as a director at an annual meeting unless (i) the person is nominated by a shareholder in accordance with this Section 2.13 or (ii) the person is nominated by or at the direction of the Board. Except as provided in Section 2.13(g) below, only such business shall be conducted at an annual meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.13.

2 – AMENDMENT TO BYLAWS

The chair of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for shareholder action at the meeting and shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.13, if the Shareholder (or a qualified representative of the Shareholder) proposing a nominee for director or business to be conducted at a meeting does not appear at the meeting of shareholders of the Corporation to present such nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(e) For purposes of this Section 2.13, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(f) Notwithstanding the foregoing provisions of this Section 2.13, a Shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2.13.

(g) Nothing in this Section 2.13 shall be deemed to affect any rights of shareholders to request (i) inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) inclusion of nominees in the Corporation’s proxy statement pursuant to Rule 14a-11 under the Exchange Act. Subject to Rule 14a-8 and Rule 14a-11 under the Exchange Act, nothing in these Bylaws shall be construed to permit any shareholder, or give any shareholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of a director or directors or any other business proposal.

This Amendment to Bylaws was adopted by the board of directors of WMI Holdings Corp. on April 1, 2013.

 /s/ Charles Edward Smith

Charles Edward Smith, Secretary

3 – AMENDMENT TO BYLAWS

EX-31.1

Exhibit 31.1

WMI HOLDINGS CORP.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Edward Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WMI Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013	By:	/s/ Charles Edward Smith
		Charles Edward Smith,
		Interim Chief Executive Officer

EX-31.2

Exhibit 31.2

WMI HOLDINGS CORP.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy F. Jaeger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WMI Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013	By:	/s/ Timothy F. Jaeger
		Timothy F. Jaeger,
		Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

WMI HOLDINGS CORP.

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, (the “Report”) of WMI Holdings Corp. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacities and on the dates indicated below, each certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge (1) the Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2013	By:	/s/ Charles Edward Smith
		Charles Edward Smith
		Interim Chief Executive Officer

Date: May 10, 2013	By:	/s/ Timothy F. Jaeger
		Timothy F. Jaeger
		Interim Chief Financial Officer

XML

Insurance Activity - Components of Liability for Losses and Loss Adjustment Reserves (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Losses and loss adjustment reserves	$ 78,399	$ 82,524	$ 142,119
Case-basis reserves [Member]
Losses and loss adjustment reserves	61,755	66,173
IBNR reserves [Member]
Losses and loss adjustment reserves	1,591	1,298
Premium deficit reserves [Member]
Losses and loss adjustment reserves	$ 15,053	$ 15,053

XML

Pending Litigation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
Accrual for estimated anticipated settlements	$ 4

XML

Service Agreements and Related Party Transactions - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2013	Mar. 19, 2012
Related Party Transactions [Abstract]
Expenses incurred under the agreements	$ 64	$ 443	$ 0
Description of fee			Fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12
Administrative services agreement fee			$ 110
Pro Rata Share of the Common Stock Election		10,000,000
Percentage of Pro Rata Share of the Common Stock Election		5.00%
Percentage of interest in Litigation Proceeds		50.00%

XML

Restriction on Distribution of Net Assets from Subsidiary - Additional Information (Detail) (WMMRC [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
WMMRC [Member]
Financial Receivables Impaired Or Restructured [Line Items]
Total net assets	$ 167.1	$ 167.0

XML

Investment Securities - Summary of Transfers between Level 1 and Level 2 (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers from Level 1 to Level 2
Transfers from Level 2 to Level 1	10,137	17,746
Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers from Level 1 to Level 2
Transfers from Level 2 to Level 1	8,585	16,745
Foreign corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers from Level 1 to Level 2
Transfers from Level 2 to Level 1	$ 1,552	$ 1,001

XML

Fresh Start Accounting - Assets and Liabilities at Fair Value (Parenthetical) (Detail) (USD $)	6 Months Ended					1 Months Ended	3 Months Ended
	Mar. 19, 2012	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012 Reorganization Adjustments [Member]	Mar. 19, 2012 Successor [Member]	Mar. 19, 2012 Predecessor [Member]	Mar. 19, 2012 Predecessor [Member]	Mar. 19, 2012 Fair Value Adjustments [Member]	Mar. 19, 2012 WMMRC [Member]	Mar. 19, 2012 Runoff Notes [Member]
Fresh-Start Adjustment [Line Items]
Common stock, par value		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 1
Common stock, shares authorized		500,000,000	500,000,000	500,000,000	500,000,000
Common stock, shares outstanding		201,156,078	201,156,078	200,000,000	200,000,000	1,000	1,000	1,000
Common stock, shares issued		201,156,078	201,156,078	200,000,000	200,000,000	1,000	1,000	1,000
Common stock, shares issued		201,156,078	201,156,078	200,000,000	200,000,000	1,000	1,000	1,000
Cash contributed to the Company by creditors	$ 75,000,000						$ 75,000,000
Court's valuation of WMMRC									140,000,000
Outstanding amount of notes										130,000,000
Common stock, par value		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 1
Common stock, shares outstanding		201,156,078	201,156,078	200,000,000	200,000,000	1,000	1,000	1,000
Common stock, shares issued		201,156,078	201,156,078	200,000,000	200,000,000	1,000	1,000	1,000
Net assets or equity Value									171,600,000
Loss contract fair market value reserve	63,100,000	51,230,000	52,217,000		63,100,000
Increase in equity value						194,700,000
Reduction in WMMRC's FMV	8,400,000								8,400,000
Value related to NOLs	$ 70,000,000
Valuation allowance	100.00%	100.00%

XML

Subsequent Events - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Apr. 03, 2013 Subsequent Events [Member]
Subsequent Event [Line Items]
Principal payments	$ 21.3	$ 2.0	$ 2.0

XML

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at March 31, 2013, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	73,055	$	1,040	$	(199	)	$	73,896
Corporate debt securities		105,320		2,853		(59	)		108,114
Commercial paper		69,607		—		—			69,607
Foreign corporate debt securities		20,779		326		(23	)		21,082
Commercial mortgage-backed securities		8,893		33		(78	)		8,848
Total fixed-maturity securities		277,654		4,252		(359	)		281,547
Less total unrestricted fixed-maturity securities – trading		10,002		174		(33	)		10,143
Less total unrestricted fixed-maturity securities – held to maturity		73,456		—		—			73,456
Total fixed-maturity securities held in trust	$	194,196	$	4,078	$	(326	)	$	197,948

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at December 31, 2012, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	97,104	$	1,415	$	(156	)	$	98,363
Corporate debt securities		91,997		3,011		(34	)		94,974
Commercial Paper		54,948		—		—			54,948
Foreign corporate debt securities		18,305		379		(18	)		18,666
Commercial mortgage-backed securities		10,541		64		(87	)		10,518
Total fixed-maturity securities		272,895		4,869		(295	)		277,469
Less total unrestricted fixed-maturity securities – trading		14,246		168		(18	)		14,396
Less total unrestricted fixed-maturity securities – held to maturity		61,413		—		—			61,413
Total fixed-maturity securities held in trust	$	197,236	$	4,701	$	(277	)	$	201,660

Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity

Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2013 by contractual maturity are as follows:

	Amortized Cost		Estimated Fair Value
Maturity in:
2013	$	89,942	$	90,034
2014-2017		106563		109,789
2018-2022		43,180		43,405
Thereafter		29,076		29,471
Mortgage-backed securities		8,893		8,848
Total fixed-maturity securities	$	277,654	$	281,547

Summary of Net Investment Income

Net investment income for the periods ending March 31, 2013 and 2012, is summarized as follows:

	Successor			Successor			Predecessor
	Three Months Ended March 31, 2013			Period from March 20, 2012 through March 31, 2012			Period from January 1, 2012 through March 19, 2012
Investment income:
Amortization of premium or discount on fixed-maturity	$	(488	)	$	(87	)	$	(523	)
Investment income on fixed-maturity securities		1,858			401			2,467
Interest income on cash and equivalents		4			—			3
Realized net gain (loss) from sale of investment		134			(7	)		176
Unrealized (losses) gains on trading securities held at period end		(812	)		596			1,049
Net investment income	$	696		$	903		$	3,172

Schedule of Investments in Accordance with Fair Value Measurement

The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2013 and December 31, 2012:

	March 31, 2013
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,305	$	62,591	$	—	$	73,896
Corporate debt securities		25,236		82,878		—		108,114
Commercial paper		69,607		—		—		69,607
Foreign corporate debt securities		1,552		19,530		—		21,082
Commercial mortgage-backed securities		—		8,848		—		8,848
Total fixed maturity securities		107,700		173,847		—		281,547
Money market funds		25,074		—		—		25,074
Total	$	132,774	$	173,847	$	—	$	306,621
	December 31, 2012
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,362	$	87,001	$	—	$	98,363
Corporate debt securities		22,833		72,141		—		94,974
Commercial paper		54,948		—		—		54.948
Foreign corporate debt securities		1,001		17,665		—		18,666
Commercial mortgage-backed securities		—		10,518		—		10,518
Total fixed maturity securities		90,144		187,325		—		277,469
Money market funds		33,628		—		—		33,628
Total	$	123,772	$	187,325	$	—	$	311,097

Summary of Transfers between Level 1 and Level 2

	March 31, 2013				December 31, 2012
	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1		Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
Class of securities:
Corporate securities	$	—	$	8,585	$	—	$	16,745
Foreign corporate debt securities		—		1,552		—		1,001
Total Transfers	$	—	$	10,137	$	—	$	17,746

XML

Financing Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Mar. 19, 2012
Tranche A and Tranche A-1 term loan [Member]
Debt Instrument [Line Items]
Principal available	$ 25.0	$ 25.0
Loans outstanding	0	0
Tranche B term loan [Member]
Debt Instrument [Line Items]
Principal available	100.0	100.0
Loans outstanding	$ 0	$ 0

XML

Investment Securities - Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Maturity in:
Amortized Cost, 2013	$ 89,942
Amortized Cost, 2014-2017	106,563
Amortized Cost, 2018-2022	43,180
Amortized Cost, Thereafter	29,076
Mortgage-backed securities, Amortized Cost	8,893
Total fixed-maturity securities, Amortized Cost	277,654	272,895
Estimated Fair Value, 2013	90,034
Estimated Fair Value, 2014-2017	109,789
Estimated Fair Value, 2018-2022	43,405
Estimated Fair Value, Thereafter	29,471
Mortgage-backed securities, Estimated Fair Value	8,848
Total fixed-maturity securities, Estimated Fair Value	$ 281,547	$ 277,469

XML

Insurance Activity - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012	Aug. 31, 2009
Quoted percentage to share base				50.00%
Balances in the fair market reserve	$ 51,200,000	$ 52,200,000
Loss contract fair market reserve	51,230,000	52,217,000	63,100,000
Decreased value of fair market reserve		10,900,000
Decrease in expense	$ 1,000,000
WMMRC [Member]
Second loss layer risk percentage of range minimum				5.00%
Second loss layer risk percentage of range maximum				10.00%
First loss layer risk percentage of range minimum				4.00%
First loss layer risk percentage of range maximum				5.00%
Minimum period of reinsurance agreements	5 years
Maximum period of reinsurance agreements	10 years

XML

Capital Stock - Summary of Company's Restricted Share Award Activity (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Restricted Stock Awards Outstanding, Beginning balance	1,156,078
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted		1,156,078
Number of Restricted Stock Awards Outstanding, Restricted stock awards released or forfeited
Number of Restricted Stock Awards Outstanding, Ending balance	770,714	1,156,078
Weighted Average Grant Date Fair Value, Beginning balance	$ 0.4761
Weighted Average Grant Date Fair Value, Restricted stock awards granted		$ 0.4761
Weighted Average Grant Date Fair Value, Restricted stock awards released or forfeited
Weighted Average Grant Date Fair Value, Ending balance	$ 0.4761	$ 0.4761
Aggregate Intrinsic Value, Beginning balance	$ 550
Aggregate Intrinsic Value, Restricted stock awards granted		550
Aggregate Intrinsic Value, Restricted stock awards released or forfeited
Aggregate Intrinsic Value, Ending balance	$ 550	$ 550

XML

Federal Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012
Income Tax Disclosure [Abstract]
Net (loss) income	$ (3,816)
Percentage of net operating loss carry forwards	100.00%		100.00%
Valuation allowance	0
Federal income tax expense (benefit)	0	0
Income tax rate	35.00%
Income tax paid	0	0
Valuation allowance equal to net deferred federal income tax asset	100.00%	100.00%
Abandoned stock			8,370,000
Change in equity ownership			50.00%
Available and utilizable NOL		5,970,000
NOLs expiration date	2029
Reserve for uncertain federal income tax position	0
Income tax interest income, expense or penalties	$ 0	$ 0

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

Note 3: Significant Accounting Policies

Basis of Presentation

As of March 19, 2012, the Company adopted fresh start accounting in accordance with Accounting Standards Codification (“ASC”) 852-10, Reorganizations (as defined in Note 4: Fresh Start Accounting). The adoption of fresh start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements prior to March 19, 2012 are not comparable with the financial statements on or after March 19, 2012. Reference to “Successor” refers to the Company on or after the emergence from bankruptcy on March 19, 2012. Reference to “Predecessor” refers to WMMRC prior to the emergence from bankruptcy.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reporting and also under SEC Staff’s Legal Bulletin No. 2, “Modified Exchange Act Reporting” for public companies reporting while in bankruptcy proceedings. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate.

These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 15, 2013. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year ended December 31, 2013.

All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.

Fair Value of Certain Financial Instruments

Fair Value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.

The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio.

The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies FASB Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary as further described in Note 4: Fresh Start Accounting. As such, changes in the loss contract reserve at the balance sheet date are recognized and reported as a component of losses and loss adjustment expense in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.

Fair Value Measurement

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.

The three levels of the hierarchy are as follows:

Level 1–Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.

Level 2–Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3–Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.

Fixed-Maturity Securities

Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government agencies, commercial mortgage-backed securities and corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 5: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations.

Cash Equivalents and Investments Held in Trust

Cash equivalents which include highly liquid overnight money market instruments and fixed-maturity securities, are held in trust for the benefit of the primary insurers as more fully described in Notes 4: Fresh Start Accounting and 5: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries.

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who have approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 9: Notes Payable.

Premium Recognition

Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums.

The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $15.1 million as of both March 31, 2013 and December 31, 2012.

The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted cash consists of amounts held for the express purposes of paying principal and interest on the Runoff Notes (as defined in Note 9: Notes Payable) or other uses permitted under the terms and conditions governing the Company’s financing arrangements.

Ceding Commission Expense

The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.

Losses and Loss Adjustment Reserves

The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates, include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of March 31, 2013 and December 31, 2012, respectively. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond management’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.

Loss Contract Fair Market Value Reserves

A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying Fresh Start Accounting (more fully described in Note 4: Fresh Start Accounting) and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations.

Fresh Start Accounting

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). See Note 4: Fresh Start Accounting for a description of the Company’s application of this standard.

Comprehensive Income (Loss)

The Company has no comprehensive income (loss) other than the net (loss) income disclosed in the condensed consolidated statement of operations.

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero). If common share equivalents existed, in periods where there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common share equivalents would be antidilutive.

Share Based Compensation

On May 22, 2012, WMIH’s board of directors approved the 2012 Long-Term Incentive Plan (the “2012 Plan”) to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were reserved for future issuance under the Plan, which became effective upon the board of directors approval on May 22, 2012. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.

Dividend Policy

WMIHC currently has no plans to pay a dividend. The Financing Agreement (as defined in Note 10: Financing Arrangements) includes restrictions related to the payment of dividends.

New Accounting Pronouncements

On October 1, 2012 the FASB issued Accounting Standards Update No. 2012-04 Technical Corrections and Improvements which includes changes to clarify the codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This standard is effective for periods beginning after December 15, 2012 for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

On August 27, 2012 the FASB issued Accounting Standards Update 2012-03 Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22. This standard is effective upon publication for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

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Investment Securities - Summary of Net Investment Income (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 31, 2012 Successor [Member]	Mar. 31, 2013 Successor [Member]	Mar. 19, 2012 Predecessor [Member]
Investment income:
Amortization of premium or discount on fixed-maturity	$ (87)	$ (488)	$ (523)
Investment income on fixed-maturity securities	401	1,858	2,467
Interest income on cash and equivalents		4	3
Realized net gain (loss) from sale of investment	(7)	134	176
Unrealized (losses) gains on trading securities held at period end	596	(812)	1,049
Net investment income	$ 903	$ 696	$ 3,172

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Reorganization under Chapter 11 of the United States Bankruptcy Code - Additional Information (Detail) (USD $) In Billions, unless otherwise specified	Mar. 23, 2012	Sep. 25, 2008
Reorganizations [Abstract]
Assets sold of WMB in exchange for payment		$ 1.88
Amount of cash and other assets distributed by trust under plan	$ 6.5

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The Company and its Subsidiaries - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended		1 Months Ended		3 Months Ended
	Mar. 31, 2013 Operations	Dec. 31, 2012	Dec. 31, 2012 First Lien Note [Member]	Jul. 17, 2012 PMI [Member]	Jul. 17, 2012 WMMRC [Member]	Mar. 31, 2013 WMMRC [Member] Insurers
Related Party Transaction [Line Items]
Number of operations	1
Number of primary mortgage insurers						7
Loss from contract termination		$ 6.2
Amount paid by PMI				49.0	30.7
Cash paid to stockholders			25.0
Interest paid on Notes			3.7
Principal payment on Notes			$ 21.3

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Net (Loss) Income Per Common Share - Computation of Basic and Diluted Net (Loss) Income Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	0 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012 Successor [Member]	Mar. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Mar. 19, 2012 Predecessor [Member]
Numerator for basic and diluted net (loss) income per share:
Net (loss) income	$ (3,816)	$ 472	$ (3,816)	$ (12,353)	$ (3,433)
Less: Net (loss) income allocated to participating securities			(21)
Net (loss) income attributable to common shareholders		$ 472	$ (3,795)		$ (3,433)
Denominator for basic and diluted net (loss) income per share:
Weighted average share outstanding		200,000,000	201,156,078		1,000
Weighted average unvested restricted shares outstanding			(1,100,414)
Denominator for basic and diluted net (loss) income per share:		200,000,000	200,055,664		1,000
Basic and diluted net (loss) income per share attributable to common shareholders		$ 0.00	$ (0.02)		$ (3,433.00)

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Investment Securities - Schedule of Investments in Accordance with Fair Value Measurement (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Class of Security:
Total fixed maturity securities	$ 281,547	$ 277,469
Total investments fair value	306,621	311,097
Obligations of U.S. government sponsored enterprises [Member]
Class of Security:
Total fixed maturity securities	73,896	98,363
Corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	108,114	94,974
Commercial paper [Member]
Class of Security:
Total fixed maturity securities	69,607	54,948
Foreign corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	21,082	18,666
Commercial Mortgage-backed securities [Member]
Class of Security:
Total fixed maturity securities	8,848	10,518
Money market funds [Member]
Class of Security:
Total investments fair value	25,074	33,628
Fair Value, Inputs, Level 1 [Member]
Class of Security:
Total fixed maturity securities	107,700	90,144
Total investments fair value	132,774	123,772
Fair Value, Inputs, Level 1 [Member] | Obligations of U.S. government sponsored enterprises [Member]
Class of Security:
Total fixed maturity securities	11,305	11,362
Fair Value, Inputs, Level 1 [Member] | Corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	25,236	22,833
Fair Value, Inputs, Level 1 [Member] | Commercial paper [Member]
Class of Security:
Total fixed maturity securities	69,607	54,948
Fair Value, Inputs, Level 1 [Member] | Foreign corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	1,552	1,001
Fair Value, Inputs, Level 1 [Member] | Commercial Mortgage-backed securities [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 1 [Member] | Money market funds [Member]
Class of Security:
Total investments fair value	25,074	33,628
Fair Value, Inputs, Level 2 [Member]
Class of Security:
Total fixed maturity securities	173,847	187,325
Total investments fair value	173,847	187,325
Fair Value, Inputs, Level 2 [Member] | Obligations of U.S. government sponsored enterprises [Member]
Class of Security:
Total fixed maturity securities	62,591	87,001
Fair Value, Inputs, Level 2 [Member] | Corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	82,878	72,141
Fair Value, Inputs, Level 2 [Member] | Commercial paper [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 2 [Member] | Foreign corporate debt securities [Member]
Class of Security:
Total fixed maturity securities	19,530	17,665
Fair Value, Inputs, Level 2 [Member] | Commercial Mortgage-backed securities [Member]
Class of Security:
Total fixed maturity securities	8,848	10,518
Fair Value, Inputs, Level 2 [Member] | Money market funds [Member]
Class of Security:
Total investments fair value
Fair Value, Inputs, Level 3 [Member]
Class of Security:
Total fixed maturity securities
Total investments fair value
Fair Value, Inputs, Level 3 [Member] | Obligations of U.S. government sponsored enterprises [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 3 [Member] | Corporate debt securities [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 3 [Member] | Commercial paper [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 3 [Member] | Foreign corporate debt securities [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 3 [Member] | Commercial Mortgage-backed securities [Member]
Class of Security:
Total fixed maturity securities
Fair Value, Inputs, Level 3 [Member] | Money market funds [Member]
Class of Security:
Total investments fair value

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Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Premium deficiency reserves	$ 15.1	$ 15.1
Common stock reserved for future issuance	2

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Fresh Start Accounting - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012
Statement Of Financial Position [Abstract]
Minimum percentage of shares held by voter before confirmation of reorganization	50.00%
Company's reorganization value			$ 76,600,000
Loss contract fair market value reserve	$ 51,230,000	$ 52,217,000	$ 63,100,000

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Reorganization under Chapter 11 of the United States Bankruptcy Code

3 Months Ended

Mar. 31, 2013

Reorganizations [Abstract]

Reorganization under Chapter 11 of the United States Bankruptcy Code

Note 2: Reorganization under Chapter 11 of the United States Bankruptcy Code

Prior to September 26, 2008 (the “Petition Date”), WMI was a multiple savings and loan holding company that owned WMB and, indirectly, WMB’s subsidiaries, including Washington Mutual Bank fsb (“FSB”). As of the Petition Date, WMI also owned, directly or indirectly, several non-banking, non-debtor subsidiaries. Prior to the Petition Date, WMI was subject to regulation and examination by the Office of Thrift Supervision (the “OTS”). WMB and FSB, in turn, as depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the Federal Deposit Insurance Corporation (“FDIC”).

On September 25, 2008 (the “Receivership Date”), the OTS, by order number 2008-36, closed WMB, appointed the FDIC as receiver for WMB (the “FDIC Receiver”) and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC Receiver sold substantially all the assets of WMB, including the stock of FSB, to JPMorgan Chase Bank, National Association (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, effective September 25, 2008 (the “Purchase and Assumption Agreement”), in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities. As a result of this transaction, substantially all of the business and accounting records of WMI became the property of JPMC and WMIHC had extremely limited access to such records. The foregoing notwithstanding, over time, limited access to such records was obtained through information sharing arrangements. Access to WMMRC’s historical records was not significantly affected by WMB’s closure and receivership.

On the Petition Date, WMI and WMIIC (together, referred to herein as the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Court”) (Case No.08-12229 (MFW)).

On December 12, 2011, the Debtors filed with the Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Filed Plan”) and a related disclosure statement (the “Disclosure Statement”). The Filed Plan was subsequently modified and, on February 24, 2012, the Court entered an order (the “Confirmation Order”) confirming the Filed Plan as modified by such modifications (the “Plan”). On March 19, 2012 (the “Effective Date”), the Plan became effective.

As previously disclosed, the Plan provides for the distribution of cash, Runoff Notes (as defined below), liquidating trust interests in WMI Liquidating Trust (the “Trust”) and newly issued shares of WMIHC’s common stock, in each case to certain holders of claims against, or former equity interests in, the Debtors. On or about March 23, 2012, the Trust distributed approximately $6.5 billion in cash and other assets as contemplated by the Plan.

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Fresh Start Accounting - Assets and Liabilities at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 19, 2012
Investments held in trust, at fair value:
Fixed-maturity securities, Predecessor	$ 303,169
Cash equivalents held in trust, Predecessor	26,249
Total investments held in trust, Predecessor	329,418
Fixed-maturity securities, Successor	303,169
Cash equivalents held in trust, Successor	26,249
Total investments held in trust, Successor	329,418
Cash and cash equivalents, Predecessor	7,014
Fixed-maturity securities, at fair value, Predecessor	6,049
Accrued investment income, Predecessor	2,313
Other assets, Predecessor	3,389
Total assets, Predecessor	348,183
Liabilities:
Losses and loss adjustment reserves, Predecessor	141,010
Losses payable, Predecessor	7,585
Unearned premiums, Predecessor	409
Accrued ceding commissions, Predecessor	466
Other liabilities, Predecessor	27,156
Total liabilities, Predecessor	176,626
Notes payable-principal, Reorganization Adjustments	130,000
Other liabilities, Reorganization Adjustments	(23,109)
Total liabilities, Reorganization Adjustments	106,891
Loss contract fair market value reserve, Fair Value Adjustments	63,064
Other liabilities, Fair Value Adjustments	2
Total liabilities, Fair Value Adjustments	63,066
Notes payable, Successor	130,000
Losses and loss adjustment reserves, Successor	141,010
Losses payable, Successor	7,585
Unearned premiums, Successor	409
Accrued ceding commissions, Successor	466
Loss contract fair market value reserve, Successor	63,064
Other liabilities, Successor	4,049
Total liabilities, Successor	346,583
Shareholders' equity:
Common stock, Predecessor	1
Additional paid-in capital, Predecessor	69,879
Retained earnings, Predecessor	101,677
Total shareholders' equity, Predecessor	171,557
Total liabilities and shareholders' equity, Predecessor	348,183
Common stock, Reorganization Adjustments	2
Additional paid-in capital, Reorganization Adjustments	154,998
Retained earnings, Reorganization Adjustments	23,109
Total shareholders' equity, Reorganization Adjustments	178,109
Total liabilities and shareholders' equity, Reorganization Adjustments	285,000
Common stock, Fair Value Adjustments	(1)
Additional paid-in capital (Predecessor), Fair Value Adjustments	(69,879)
Additional paid-in capital (Successor), Fair Value Adjustments	(78,400)
Retained earnings, Fair Value Adjustments	(124,786)
Total shareholders' equity, Fair Value Adjustments	(273,066)
Total liabilities and shareholders' equity, Fair Value Adjustments	(210,000)
Postconfirmation, Common Stock	2
Postconfirmation, Additional Paid-in Capital	76,598
Total shareholders' equity, successor	76,600
Total liabilities and shareholders' equity, Successor	423,183
Cash and cash equivalents, Reorganization Adjustments	75,000
Other assets, Reorganization Adjustments	210,000
Total assets, Reorganization Adjustments	285,000
Liabilities:
Losses and loss adjustment reserves, Predecessor	141,010
Losses payable, Predecessor	7,585
Unearned premiums, Predecessor	409
Accrued ceding commissions, Predecessor	466
Other liabilities, Predecessor	27,156
Total liabilities, Predecessor	176,626
Notes payable-principal, Reorganization Adjustments	130,000
Other liabilities, Reorganization Adjustments	(23,109)
Total liabilities, Reorganization Adjustments	106,891
Loss contract fair market value reserve, Fair Value Adjustments	63,064
Other liabilities, Fair Value Adjustments	2
Total liabilities, Fair Value Adjustments	63,066
Notes payable, Successor	130,000
Losses and loss adjustment reserves, Successor	141,010
Losses payable, Successor	7,585
Unearned premiums, Successor	409
Accrued ceding commissions, Successor	466
Loss contract fair market value reserve, Successor	63,064
Other liabilities, Successor	4,049
Total liabilities, Successor	346,583
Shareholders' equity:
Common stock, Predecessor	1
Additional paid-in capital, Predecessor	69,879
Retained earnings, Predecessor	101,677
Total shareholders' equity, Predecessor	171,557
Total liabilities and shareholders' equity, Predecessor	348,183
Common stock, Reorganization Adjustments	2
Additional paid-in capital, Reorganization Adjustments	154,998
Retained earnings, Reorganization Adjustments	23,109
Total shareholders' equity, Reorganization Adjustments	178,109
Total liabilities and shareholders' equity, Reorganization Adjustments	285,000
Common stock, Fair Value Adjustments	(1)
Additional paid-in capital (Predecessor), Fair Value Adjustments	(69,879)
Additional paid-in capital (Successor), Fair Value Adjustments	(78,400)
Retained earnings, Fair Value Adjustments	(124,786)
Total shareholders' equity, Fair Value Adjustments	(273,066)
Total liabilities and shareholders' equity, Fair Value Adjustments	(210,000)
Postconfirmation, Common Stock	2
Postconfirmation, Additional Paid-in Capital	76,598
Total shareholders' equity, successor	76,600
Total liabilities and shareholders' equity, Successor	423,183
Other assets, Fair Value Adjustments	(210,000)
Total assets, Fair Value Adjustments	(210,000)
Liabilities:
Losses and loss adjustment reserves, Predecessor	141,010
Losses payable, Predecessor	7,585
Unearned premiums, Predecessor	409
Accrued ceding commissions, Predecessor	466
Other liabilities, Predecessor	27,156
Total liabilities, Predecessor	176,626
Notes payable-principal, Reorganization Adjustments	130,000
Other liabilities, Reorganization Adjustments	(23,109)
Total liabilities, Reorganization Adjustments	106,891
Loss contract fair market value reserve, Fair Value Adjustments	63,064
Other liabilities, Fair Value Adjustments	2
Total liabilities, Fair Value Adjustments	63,066
Notes payable, Successor	130,000
Losses and loss adjustment reserves, Successor	141,010
Losses payable, Successor	7,585
Unearned premiums, Successor	409
Accrued ceding commissions, Successor	466
Loss contract fair market value reserve, Successor	63,064
Other liabilities, Successor	4,049
Total liabilities, Successor	346,583
Shareholders' equity:
Common stock, Predecessor	1
Additional paid-in capital, Predecessor	69,879
Retained earnings, Predecessor	101,677
Total shareholders' equity, Predecessor	171,557
Total liabilities and shareholders' equity, Predecessor	348,183
Common stock, Reorganization Adjustments	2
Additional paid-in capital, Reorganization Adjustments	154,998
Retained earnings, Reorganization Adjustments	23,109
Total shareholders' equity, Reorganization Adjustments	178,109
Total liabilities and shareholders' equity, Reorganization Adjustments	285,000
Common stock, Fair Value Adjustments	(1)
Additional paid-in capital (Predecessor), Fair Value Adjustments	(69,879)
Additional paid-in capital (Successor), Fair Value Adjustments	(78,400)
Retained earnings, Fair Value Adjustments	(124,786)
Total shareholders' equity, Fair Value Adjustments	(273,066)
Total liabilities and shareholders' equity, Fair Value Adjustments	(210,000)
Postconfirmation, Common Stock	2
Postconfirmation, Additional Paid-in Capital	76,598
Total shareholders' equity, successor	76,600
Total liabilities and shareholders' equity, Successor	423,183
Investments held in trust, at fair value:
Fixed-maturity securities, Predecessor	303,169
Cash equivalents held in trust, Predecessor	26,249
Total investments held in trust, Predecessor	329,418
Fixed-maturity securities, Successor	303,169
Cash equivalents held in trust, Successor	26,249
Total investments held in trust, Successor	329,418
Cash and cash equivalents, Successor	82,014
Fixed-maturity securities, at fair value, Successor	6,049
Accrued investment income, Successor	2,313
Other assets, Successor	3,389
Total assets, Successor	423,183
Liabilities:
Losses and loss adjustment reserves, Predecessor	141,010
Losses payable, Predecessor	7,585
Unearned premiums, Predecessor	409
Accrued ceding commissions, Predecessor	466
Other liabilities, Predecessor	27,156
Total liabilities, Predecessor	176,626
Notes payable-principal, Reorganization Adjustments	130,000
Other liabilities, Reorganization Adjustments	(23,109)
Total liabilities, Reorganization Adjustments	106,891
Loss contract fair market value reserve, Fair Value Adjustments	63,064
Other liabilities, Fair Value Adjustments	2
Total liabilities, Fair Value Adjustments	63,066
Notes payable, Successor	130,000
Losses and loss adjustment reserves, Successor	141,010
Losses payable, Successor	7,585
Unearned premiums, Successor	409
Accrued ceding commissions, Successor	466
Loss contract fair market value reserve, Successor	63,064
Other liabilities, Successor	4,049
Total liabilities, Successor	346,583
Shareholders' equity:
Common stock, Predecessor	1
Additional paid-in capital, Predecessor	69,879
Retained earnings, Predecessor	101,677
Total shareholders' equity, Predecessor	171,557
Total liabilities and shareholders' equity, Predecessor	348,183
Common stock, Reorganization Adjustments	2
Additional paid-in capital, Reorganization Adjustments	154,998
Retained earnings, Reorganization Adjustments	23,109
Total shareholders' equity, Reorganization Adjustments	178,109
Total liabilities and shareholders' equity, Reorganization Adjustments	285,000
Common stock, Fair Value Adjustments	(1)
Additional paid-in capital (Predecessor), Fair Value Adjustments	(69,879)
Additional paid-in capital (Successor), Fair Value Adjustments	(78,400)
Retained earnings, Fair Value Adjustments	(124,786)
Total shareholders' equity, Fair Value Adjustments	(273,066)
Total liabilities and shareholders' equity, Fair Value Adjustments	(210,000)
Postconfirmation, Common Stock	2
Postconfirmation, Additional Paid-in Capital	76,598
Total shareholders' equity, successor	76,600
Total liabilities and shareholders' equity, Successor	$ 423,183

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Insurance Activity - Summary of Losses and Loss Adjustment Reserve Activity (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Statement Of Partners Capital [Abstract]
Balance at beginning of period	$ 82,524	$ 142,119
Incurred - prior periods	2,914	30,111
Paid - prior periods	(7,039)	(89,706)
Total	$ 78,399	$ 82,524

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Capital Stock - Summary of Company's Restricted Shares Issued and Subject to Repurchase (Detail)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 19, 2013	Mar. 31, 2013	Dec. 31, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Restricted Stock Awards Outstanding, Beginning balance		1,156,078
Shares issued subject to vesting during the period			1,156,078
Unvested shares repurchased
Shares vested during the period	385,364	385,364
Number of Restricted Stock Awards Outstanding, Ending balance		770,714	1,156,078

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Investments held in trust, at fair value:
Fixed-maturity securities	$ 197,948	$ 201,660
Cash equivalents held in trust	15,879	17,019
Total investments held in trust	213,827	218,679
Cash and cash equivalents	9,534	16,761
Fixed-maturity securities, at fair value	83,599	75,809
Restricted cash	164	25,169
Accrued investment income	1,609	1,698
Other assets	1,765	1,800
Total assets	310,498	339,916
Liabilities:
Notes payable - principal	115,701	136,272
Notes payable - interest	1,253	1,476
Losses and loss adjustment reserves	78,399	82,524
Losses payable	2,384	2,140
Unearned premiums	194	225
Accrued ceding commissions	118	136
Loss contract fair market value reserve	51,230	52,217
Other liabilities	599	536
Total liabilities	249,878	275,526
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.00001 par value, 5,000,000 authorized, zero outstanding as of March 31, 2013 and December 31, 2012
Common stock, $0.00001 par value; 500,000,000 authorized, 201,156,078 shares issued and outstanding as of March 31, 2013 and December 31, 2012	2	2
Additional paid-in capital	76,787	76,741
Retained earnings	(16,169)	(12,353)
Total shareholders' equity	60,620	64,390
Total liabilities and shareholders' equity	$ 310,498	$ 339,916

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Investment Securities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value Disclosures [Abstract]
Transfers from Level 2 to Level 1	$ 10,137	$ 17,746

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended
	Mar. 31, 2012 Successor [Member]	Mar. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Mar. 19, 2012 Predecessor [Member]
Cash flows from operating activities:
Net (loss) income	$ 472	$ (3,816)	$ (12,353)	$ (3,433)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities before reorganization activities:
Amortization of bond premium or discount	87	488		523
Net realized (gain) loss on sale of investments	7	(134)		(176)
Unrealized (gain) loss on trading securities	(596)	812		(1,049)
Equity-based compensation expense		46
Changes in assets and liabilities:
Accrued investment income	(71)	89		309
Other assets	853	35		(597)
Change in cash held in trust	6,589	1,140		7,209
Change in restricted cash	(250)	25,005
Losses and loss adjustment reserves	(1,662)	(4,125)		(1,109)
Losses payable	(2,379)	244		1,662
Unearned premiums	(8)	(31)		(47)
Accrued ceding commission expense	(180)	(18)		137
Accrued interest on notes payable	563	(223)
Loss contract fair market value reserve		(987)
Other liabilities	13	63		414
Total Adjustments	2,966	22,404		7,276
Net cash provided by (used in) operating activities	3,438	18,588		3,843
Cash flows from investing activities:
Purchase of investments	(3,981)	(76,895)		(38,506)
Proceeds from sales and maturities of investments	148	71,651		34,035
Net cash provided by (used in) investing activities	(3,833)	(5,244)		(4,471)
Cash flows from financing activities:
Cash from reorganization activities:				75,000
Notes payable - principal repayments		(21,282)
Notes payable - principal issued		711
Net cash provided by (used in) financing activities		(20,571)		75,000
Increase (decrease) in cash and cash equivalents	(395)	(7,227)		74,372
Cash and cash equivalents, beginning of period	82,014	16,761	82,014	7,642
Cash and cash equivalents, end of period	81,619	9,534	16,761	82,014
Cash paid during the period:
Interest		3,718
Supplementary disclosure of non-cash investing and financing activities:
Notes payable issued in lieu of cash interest payments		$ 711

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Fresh Start Accounting - Adjustment Reflects Reduction of Equity Value Resulting from Fresh Start Accounting (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012
Fresh-Start Adjustment [Line Items]
Fair market value reduction			$ 8,400
Elimination of Court assigned value related to NOLs			70,000
Total change in fair market value affecting Equity Value			78,400
Court assigned Equity Value recorded as additional paid-in capital			154,998
Total change in fair market value affecting Equity Value			78,400
Additional paid-in capital at March 19, 2012	76,787	76,741	76,598
WMMRC [Member]
Fresh-Start Adjustment [Line Items]
Fair market value of WMMRC (Court assigned)			140,000
Fair market value of WMMRC			131,600
Fair market value reduction			$ 8,400

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

As of March 19, 2012, the Company adopted fresh start accounting in accordance with Accounting Standards Codification (“ASC”) 852-10, Reorganizations (as defined in Note 4: Fresh Start Accounting). The adoption of fresh start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements prior to March 19, 2012 are not comparable with the financial statements on or after March 19, 2012. Reference to “Successor” refers to the Company on or after the emergence from bankruptcy on March 19, 2012. Reference to “Predecessor” refers to WMMRC prior to the emergence from bankruptcy.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reporting and also under SEC Staff’s Legal Bulletin No. 2, “Modified Exchange Act Reporting” for public companies reporting while in bankruptcy proceedings. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate.

These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 15, 2013. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year ended December 31, 2013.

All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.

Fair Value of Certain Financial Instruments

Fair Value of Certain Financial Instruments

Fair Value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.

The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio.

The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies FASB Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary as further described in Note 4: Fresh Start Accounting. As such, changes in the loss contract reserve at the balance sheet date are recognized and reported as a component of losses and loss adjustment expense in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.

Fair Value Measurement

Fair Value Measurement

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.

The three levels of the hierarchy are as follows:

Level 1–Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.

Level 2–Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3–Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.

Fixed-Maturity Securities

Fixed-Maturity Securities

Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government agencies, commercial mortgage-backed securities and corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 5: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations.

Cash Equivalents and Investments Held in Trust

Cash Equivalents and Investments Held in Trust

Cash equivalents which include highly liquid overnight money market instruments and fixed-maturity securities, are held in trust for the benefit of the primary insurers as more fully described in Notes 4: Fresh Start Accounting and 5: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries.

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who have approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 9: Notes Payable.

Premium Recognition

Premium Recognition

Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums.

The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $15.1 million as of both March 31, 2013 and December 31, 2012.

The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted cash

Restricted Cash

Restricted cash consists of amounts held for the express purposes of paying principal and interest on the Runoff Notes (as defined in Note 9: Notes Payable) or other uses permitted under the terms and conditions governing the Company’s financing arrangements.

Ceding Commission Expense

Ceding Commission Expense

The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.

Losses and Loss Adjustment Reserves

Losses and Loss Adjustment Reserves

The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates, include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of March 31, 2013 and December 31, 2012, respectively. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond management’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.

Loss Contract Fair Market Value Reserves

Loss Contract Fair Market Value Reserves

A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying Fresh Start Accounting (more fully described in Note 4: Fresh Start Accounting) and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations.

Fresh Start Accounting

Fresh Start Accounting

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). See Note 4: Fresh Start Accounting for a description of the Company’s application of this standard.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

The Company has no comprehensive income (loss) other than the net (loss) income disclosed in the condensed consolidated statement of operations.

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per common share is computed by dividing net (loss) income applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero). If common share equivalents existed, in periods where there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common share equivalents would be antidilutive.

Share based compensation

Share Based Compensation

On May 22, 2012, WMIH’s board of directors approved the 2012 Long-Term Incentive Plan (the “2012 Plan”) to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were reserved for future issuance under the Plan, which became effective upon the board of directors approval on May 22, 2012. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.

Dividend Policy

Dividend Policy

WMIHC currently has no plans to pay a dividend. The Financing Agreement (as defined in Note 10: Financing Arrangements) includes restrictions related to the payment of dividends.

New Accounting Pronouncements

New Accounting Pronouncements

On October 1, 2012 the FASB issued Accounting Standards Update No. 2012-04 Technical Corrections and Improvements which includes changes to clarify the codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This standard is effective for periods beginning after December 15, 2012 for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

On August 27, 2012 the FASB issued Accounting Standards Update 2012-03 Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22. This standard is effective upon publication for public entities. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations, or disclosure requirements.

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Fresh Start Accounting - Adjustment Reflects Elimination of Adjusted Retained Earnings (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 19, 2012 Predecessor [Member]
Adjustment reflects the elimination of adjusted retained earnings
Retained earnings	$ 16,169	$ 12,353	$ 101,677
Adjustment for carve-out allocations			23,109
Predecessor adjusted retained earnings			$ 124,786

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Insurance Activity (Tables)

3 Months Ended

Mar. 31, 2013

Insurance [Abstract]

Schedule of Premiums Assumed and Earned

Premiums assumed and earned are as follows for the periods ended March 31, 2013 and 2012 respectively:

	Successor		Successor		Predecessor
	Three Months Ended March 31, 2013		Period from March 20, 2012 through March 31, 2012		Period from January 1, 2012 through March 19, 2012
Premiums assumed	$	3,374	$	1,011	$	6,130
Change in unearned premiums		31		8		47
Premiums earned	$	3,405	$	1,019	$	6,177

Components of Liability for Losses and Loss Adjustment Reserves

The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Case-basis reserves	$	61,755	$	66,173
IBNR reserves		1,591		1,298
Premium deficit reserves		15,053		15,053
Total	$	78,399	$	82,524

Summary of Losses and Loss Adjustment Reserve Activity

Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2013 and the year ended December 31, 2012:

	March 31, 2013			December 31, 2012
Balance at beginning of period	$	82,524		$	142,119
Incurred - prior periods		2,914			30,111
Paid - prior periods		(7,039	)		(89,706	)
Total	$	78,399		$	82,524

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The Company and its Subsidiaries

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

The Company and its Subsidiaries

Note 1: The Company and its Subsidiaries

WMI Holdings Corp.

WMI Holdings Corp. (“WMIHC”) is a holding company organized and existing under the law of the State of Washington. WMIHC, formerly known as Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC” or “Predecessor”), a Hawaiian corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation. Upon emergence from bankruptcy on March 19, 2012, we had limited operations other than WMMRC’s legacy reinsurance business which is being operated in runoff and has not written any new business since September 26, 2008.

WMMRC

WMMRC is a wholly-owned subsidiary of WMIHC. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of Washington Mutual Bank (“WMB”) and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance Commissioner of the State of Hawaii.

WMMRC was originally organized to reinsure private mortgage insurance risk for seven primary mortgage insurers then offering private mortgage insurance on loans originated or purchased by former subsidiaries of WMI. The seven primary mortgage insurers are United Guaranty Residential Insurance Company (“UGRIC”), Genworth Mortgage Insurance Corporation (“GMIC”), Mortgage Guaranty Insurance Corporation (“MGIC”), PMI Mortgage Insurance Company (“PMI”), Radian Guaranty Incorporated (“Radian”), Republic Mortgage Insurance Company (“RMIC”) and Triad Guaranty Insurance Company (“Triad”).

Due to deteriorating performance in the mortgage guarantee markets and the closure and receivership of WMB, the reinsurance agreements with each of the primary mortgage insurers were terminated or placed into runoff during 2008. The agreements with UGRIC and Triad were terminated effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. As a result, effective September 26, 2008, WMMRC ceased assuming new mortgage risks from the primary carriers. Consequently, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any additional adjustments to the carrying values of assets and liabilities which have been recorded at fair market value as reported in these financial statements are required as a result of WMMRC’s runoff status.

The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively. The PMI transaction resulted in a loss from contract termination of $6.2 million dollars in 2012. In accordance with the commutation agreement between WMMRC and PMI, the trust assets were distributed in a manner such that PMI received $49.0 million in cash and WMMRC received all remaining trust assets equal to approximately $30.7 million. In 2012, $25.0 million of this cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii, and was paid out during the current period under the terms of the Indentures (as defined in Note 9: Notes Payable). This cash payment represented approximately $3.7 million in interest due and payable on the First Lien Notes (as defined in Note 9: Notes Payable) in the ordinary course, as well as approximately $21.3 million of principal.

WMIIC

WMIIC does not currently have any operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan as described in Note 2: Reorganization under Chapter 11 of the United States Bankruptcy Code.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	201,156,078	201,156,078
Common stock, shares outstanding	201,156,078	201,156,078

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Capital Stock

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Capital Stock

Note 11: Capital Stock

On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation, WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIHC pursuant to the Court approved Plan and in reliance on Section 1145 of the Bankruptcy Code on the Effective Date.

WMIHC issued restricted share grants to members of the board of directors totaling $0.0 thousand and $550 thousand of aggregate intrinsic value during the three months ended March 31, 2013 and year ended December 31, 2012 respectively. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $361 thousand and $407 thousand at March 31, 2013 and December 31, 2012 respectively. The unamortized value of $361 thousand at March 31, 2013 will be amortized over the next 2.0 years. Net stock-based compensation totaled $46 thousand and $0.0 thousand for the three months ended March 31, 2013 and 2012 respectively. The share grants were issued at the fair market value determined to be the trading price at the close of business on October 18, 2012, the date the grants were approved by the board of directors.

A summary of WMIHC’s restricted share award activity for the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

	Number of Restricted Stock  Awards Outstanding		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in  thousands)
Outstanding—January 1, 2012		—	$	—	$	—
Restricted stock awards granted		1,156,078		0.4761		550
Restricted stock awards released or forfeited		—		—		—
Outstanding—December 31, 2012		1,156,078		0.4761		550
Restricted stock awards granted		—		—		—
Restricted stock awards released or forfeited		—		—		—
Outstanding—March 31, 2013		1,156,078	$	0.4761	$	550

Common Shares Subject to Repurchase—WMIHC has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. The restricted shares vest 1/3 per year over a three year period annually on March 19th. On March 31, 2013, 770,714 remain subject to repurchase as on March 19, 2013 385,364 of the shares became vested. As of December 31, 2012 all 1,156,078 of the shares were subject to repurchase. WMIHC has the right to repurchase any unvested (but issued) shares of common stock at $0.0001 per share upon the termination of service in the case of a director. The shares subject to repurchase are not deemed to be issued for accounting purposes.

A summary of the Company’s restricted shares issued and subject to repurchase as of the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

Shares subject to repurchase—January 1, 2012	—
Shares issued subject to vesting during the period	1,156,078
Unvested shares repurchased	—
Shares vested during the period	—
Unvested shares—December 31, 2012	1,156,078
Shares issued subject to vesting during the period	—
Unvested shares repurchased	—
Shares vested during the period	385,364
Unvested shares—March 31, 2013	770,714

As of March 31, 2013 and December 31, 2012, 201,156,078 shares of WMIHC’s common stock were issued and outstanding. No shares of WMIHC’s preferred stock are issued or outstanding. See Note 14: Net (loss) Income Per Common Share for further information on shares used for EPS calculations.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 09, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	WMIH
Entity Registrant Name	WMI HOLDINGS CORP.
Entity Central Index Key	0000933136
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		201,156,078

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Pending Litigation

3 Months Ended

Mar. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Pending Litigation

Note 12: Pending Litigation

Except as described below, as of March 31, 2013, the Company was not a party to, or aware of, any pending legal proceedings or investigations against the Company requiring disclosure at this time.

The Company notes that Article XLI of the Plan includes, among other things, customary discharge, injunction, bar order and release provisions which, when taken together, operate to insulate the Company from and against any liabilities in respect of claims and causes of action that arose prior to the Petition Date. In addition, the Plan also includes a customary exculpation clause in favor of the Debtors, their directors, officers and others named therein for conduct during the pendency of the Company’s Chapter 11 proceedings (other than in respect of willful misconduct or conduct that was grossly negligent).

WMMRC Litigation

With respect to WMIHC’s sole operating subsidiary, WMMRC, on October 22, 2007, lead plaintiffs Robert Alexander and James Reed filed a putative Class Action Complaint (the “Class Action Complaint”) in the United States District Court, Eastern District of Pennsylvania (the “Pennsylvania Action”) against WMMRC, WMI, WMB and Washington Mutual Bank fsb (“FSB”, and collectively, the “Defendants”) alleging that the Defendants violated Section 8 of the Real Estate Settlement Procedures Act (“RESPA”), 12 U.S.C. § 2607, by collecting referral payments or unearned fees in the form of reinsurance premiums. Specifically, plaintiffs allege that the private mortgage insurance policies procured in connection with their loans are subject to captive reinsurance arrangements between private mortgage insurers and WMMRC. Plaintiffs have alleged that a percentage of the mortgage insurance premiums paid by borrowers are ceded to WMMRC, but that the risk assumed by WMMRC is not commensurate with the premiums that it receives. According to plaintiffs, these allegedly excessive reinsurance premiums were disguised kickbacks paid to WMI through the captive reinsurance arrangements in exchange for the placement of its primary mortgage business. The complaint seeks treble damages, attorney’s fees and defense costs.

On December 21, 2007, the Defendants filed a Motion to Dismiss Plaintiffs’ Complaint. That motion was denied. The Defendants subsequently filed an interlocutory appeal of the denial with the Third Circuit Court of Appeals.

Following the Third Circuit’s October 2009 decision in Alston v. Countrywide Financial Corp., 585 F.3d 753 (3d Cir. 2009), which raised similar issues, the petition for appeal in the Pennsylvania Action was denied and the matter was returned to the district court. On January 11, 2010, the Pennsylvania Action was removed from the Civil Suspense File and re-opened for final disposition by the district court. A joint discovery plan was approved by the district court on February 2, 2010. The Pennsylvania Action remained stayed as to WMI due to its bankruptcy filing.

On March 1, 2010, WMMRC filed an Amended Answer to the Class Action Complaint. In addition, pursuant to the parties’ joint discovery plan, three additional motions were filed on March 1, 2010. The FDIC, in its capacity as receiver for WMB, and JPMC, as successor to FSB, filed motions to dismiss the complaint for lack of subject matter jurisdiction.

Additionally, the FDIC, as receiver, filed a motion to strike plaintiffs’ class allegations against the FDIC for failure to comply with procedural requirements of the Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”). The FDIC’s motion to dismiss was granted on June 28, 2011.

In 2011, the parties reached a preliminary compromise and settlement in the Class Action Complaint. That compromise was subsequently memorialized in a written settlement agreement. Pursuant to the Federal Rules of Civil Procedure, the settlement must be approved by the United States District Court, Eastern District of Pennsylvania (the “District Court”). On June 4, 2012, Plaintiffs filed a motion for preliminary approval of the settlement and on June 25, 2012, the District Court entered an order preliminarily approving such settlement. In accordance with GAAP guidance on Loss Contingencies, in 2010 management recorded an accrual for estimated anticipated settlements of $4 million as a component of other liabilities on the balance sheet and as a component of general and administrative expenses on the statement of operations. On or about July 16, 2012, the settlement amount was deposited into a settlement distribution escrow account from which the settlement amount will be distributed to plaintiffs in accordance with the terms of the settlement agreement. Accordingly, the amount of the accrual relating to the settlement amount was zero as of December 31, 2012. A final hearing to approve the settlement of the Class Action Complaint was held on November 27, 2012 and the District Court issued an order finally approving the settlement on December 4, 2012. Distributions to eligible class members are in process.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 31, 2012 Successor [Member]	Mar. 31, 2013 Successor [Member]	Mar. 19, 2012 Predecessor [Member]
Revenues:
Premiums earned	$ 1,019	$ 3,405	$ 6,177
Net investment income	903	696	3,172
Total revenues	1,922	4,101	9,349
Expenses:
Losses and loss adjustment expenses	613	2,914	11,467
Ceding commission expense	117	364	768
General and administrative expenses	157	1,420	547
Loss contract reserve fair market value change		(987)
Interest expense	563	4,206
Total expenses	1,450	7,917	12,782
(Loss) income before federal income taxes	472	(3,816)	(3,433)
Income tax expense (benefit)
Net (loss) income	$ 472	$ (3,816)	$ (3,433)
Basic and diluted net (loss) income per share attributable to common stockholders	$ 0.00	$ (0.02)	$ (3,433.00)
Shares used in computing basic and diluted net (loss) income per share	200,000,000	200,055,664	1,000

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Investment Securities

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Investment Securities

Note 6: Investment Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at March 31, 2013, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	73,055	$	1,040	$	(199	)	$	73,896
Corporate debt securities		105,320		2,853		(59	)		108,114
Commercial paper		69,607		—		—			69,607
Foreign corporate debt securities		20,779		326		(23	)		21,082
Commercial mortgage-backed securities		8,893		33		(78	)		8,848
Total fixed-maturity securities		277,654		4,252		(359	)		281,547
Less total unrestricted fixed-maturity securities – trading		10,002		174		(33	)		10,143
Less total unrestricted fixed-maturity securities – held to maturity		73,456		—		—			73,456
Total fixed-maturity securities held in trust	$	194,196	$	4,078	$	(326	)	$	197,948

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at December 31, 2012, are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Obligations of U.S. government sponsored enterprises	$	97,104	$	1,415	$	(156	)	$	98,363
Corporate debt securities		91,997		3,011		(34	)		94,974
Commercial Paper		54,948		—		—			54,948
Foreign corporate debt securities		18,305		379		(18	)		18,666
Commercial mortgage-backed securities		10,541		64		(87	)		10,518
Total fixed-maturity securities		272,895		4,869		(295	)		277,469
Less total unrestricted fixed-maturity securities – trading		14,246		168		(18	)		14,396
Less total unrestricted fixed-maturity securities – held to maturity		61,413		—		—			61,413
Total fixed-maturity securities held in trust	$	197,236	$	4,701	$	(277	)	$	201,660

Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2013 by contractual maturity are as follows:

	Amortized Cost		Estimated Fair Value
Maturity in:
2013	$	89,942	$	90,034
2014-2017		106563		109,789
2018-2022		43,180		43,405
Thereafter		29,076		29,471
Mortgage-backed securities		8,893		8,848
Total fixed-maturity securities	$	277,654	$	281,547

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Net investment income for the periods ending March 31, 2013 and 2012, is summarized as follows:

	Successor			Successor			Predecessor
	Three Months Ended March 31, 2013			Period from March 20, 2012 through March 31, 2012			Period from January 1, 2012 through March 19, 2012
Investment income:
Amortization of premium or discount on fixed-maturity	$	(488	)	$	(87	)	$	(523	)
Investment income on fixed-maturity securities		1,858			401			2,467
Interest income on cash and equivalents		4			—			3
Realized net gain (loss) from sale of investment		134			(7	)		176
Unrealized (losses) gains on trading securities held at period end		(812	)		596			1,049
Net investment income	$	696		$	903		$	3,172

The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2013 and December 31, 2012:

	March 31, 2013
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,305	$	62,591	$	—	$	73,896
Corporate debt securities		25,236		82,878		—		108,114
Commercial paper		69,607		—		—		69,607
Foreign corporate debt securities		1,552		19,530		—		21,082
Commercial mortgage-backed securities		—		8,848		—		8,848
Total fixed maturity securities		107,700		173,847		—		281,547
Money market funds		25,074		—		—		25,074
Total	$	132,774	$	173,847	$	—	$	306,621
	December 31, 2012
	Level 1		Level 2		Level 3		Total
Class of Security:
Obligations of U.S. government sponsored securities	$	11,362	$	87,001	$	—	$	98,363
Corporate debt securities		22,833		72,141		—		94,974
Commercial paper		54,948		—		—		54.948
Foreign corporate debt securities		1,001		17,665		—		18,666
Commercial mortgage-backed securities		—		10,518		—		10,518
Total fixed maturity securities		90,144		187,325		—		277,469
Money market funds		33,628		—		—		33,628
Total	$	123,772	$	187,325	$	—	$	311,097

A review of the fair value hierarchy classifications of the Company’s investments is conducted quarterly. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications are reported as transfers in or transfers out of the applicable Level at end of the calendar quarter in which the reclassifications occur. During the three months ended March 31, 2013 and the year ended December 31, 2012, $10.1 million and $17.7 million respectively of investments were transferred from Level 2 to Level 1 as a result of improving market conditions for short-term and investment grade corporate securities.

	March 31, 2013				December 31, 2012
	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1		Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
Class of securities:
Corporate securities	$	—	$	8,585	$	—	$	16,745
Foreign corporate debt securities		—		1,552		—		1,001
Total Transfers	$	—	$	10,137	$	—	$	17,746

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Insurance Activity

3 Months Ended

Mar. 31, 2013

Insurance [Abstract]

Insurance Activity

Note 5: Insurance Activity

The Company, through WMMRC, reinsures mortgage guaranty risks of mortgage loans originated by affiliates of the Company during the period from 1997 through 2008. WMMRC is (or was) a party to reinsurance agreements with UGRIC, GMIC, MGIC, PMI, Radian, RMIC and Triad. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively.

All agreements are on an excess of loss basis, except for certain reinsurance treaties with GMIC and Radian during 2007 and 2008, which are reinsured on a 50 percent quota share basis. Pursuant to the excess of loss reinsurance treaties, WMMRC reinsures a second loss layer which ranges from 5 percent to 10 percent of the risk in force in excess of the primary mortgage insurer’s first loss percentages which range from 4 percent to 5 percent.

As security for the ceding insurers, WMMRC has entered into separate trust agreements with each of the primary mortgage insurance companies whereby premiums assumed are held in trust accounts for the benefit of each separate insurer. Pursuant to the terms of the reinsurance agreements, WMMRC is required to keep such assets in trust for a minimum of five years and are subject to claims for up to ten (10) years from termination of obligations arising from the last year in which insurance business was written prior to runoff. Release of funds from the trust by WMMRC requires approval from the primary mortgage guaranty companies.

Premiums assumed and earned are as follows for the periods ended March 31, 2013 and 2012 respectively:

	Successor		Successor		Predecessor
	Three Months Ended March 31, 2013		Period from March 20, 2012 through March 31, 2012		Period from January 1, 2012 through March 19, 2012
Premiums assumed	$	3,374	$	1,011	$	6,130
Change in unearned premiums		31		8		47
Premiums earned	$	3,405	$	1,019	$	6,177

The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Case-basis reserves	$	61,755	$	66,173
IBNR reserves		1,591		1,298
Premium deficit reserves		15,053		15,053
Total	$	78,399	$	82,524

Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2013 and the year ended December 31, 2012:

	March 31, 2013			December 31, 2012
Balance at beginning of period	$	82,524		$	142,119
Incurred - prior periods		2,914			30,111
Paid - prior periods		(7,039	)		(89,706	)
Total	$	78,399		$	82,524

The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balances in the reserve were $51.2 million at March 31, 2013 and $52.2 million at December 31, 2012. The loss contract fair market reserve was established on March 19, 2012 at $63.1 million (as more fully described in Note 4; Fresh Start Accounting). The fair market value of this reserve was decreased by $10.9 million during the year ended December 31, 2012 resulting in a decrease in expense of that amount for the year. The fair market value of this reserve was decreased by $1.0 million during the three months ended March 31, 2013, resulting in a corresponding decrease in expense of that amount for each period. There were no changes during the period from March 20, 2012 through March 31, 2012.

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Fresh Start Accounting (Tables)

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Assets and Liabilities at Fair Value

Adjustments recorded to the Predecessor, after giving effect to the implementation of the Plan and to record assets and liabilities at fair value pursuant to the adoption of fresh start accounting are summarized below (dollars in thousands):

	Predecessor March 19, 2012		Reorganization Adjustments (a)			Fair Value Adjustments (b)			Successor March 19, 2012
ASSETS
Investments held in trust, at fair value:
Fixed-maturity securities	$	303,169	$	—		$	—		$	303,169
Cash equivalents held in trust		26,249		—			—			26,249
Total investments held in trust		329,418		—			—			329,418
Cash and cash equivalents		7,014		75,000	(c)		—			82,014
Fixed-maturity securities, at fair value		6,049		—			—			6,049
Accrued investment income		2,313		—			—			2,313
Other assets		3,389		210,000	(d)		(210,000	) (i)		3,389
Total assets	$	348,183	$	285,000		$	(210,000	)	$	423,183
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable - principal	$	—	$	130,000	(e)	$	—		$	130,000
Losses and loss adjustment reserves		141,010		—			—			141,010
Losses payable		7,585		—			—			7,585
Unearned premiums		409		—			—			409
Accrued ceding commissions		466		—			—			466
Loss contract fair market value reserve		—		—			63,064	(j)		63,064
Other liabilities		27,156		(23,109	) (f)		2	(f)		4,049
Total liabilities		176,626		106,891			63,066			346,583
Shareholders’ equity:
Common stock, $.00001 par value; 500,000,000 authorized, 200,000,000 shares issued and outstanding		—		2	(g)		—			2
Common stock, $1 par value, 1,000 shares issued and outstanding		1		—			(1	) (k)		—
Additional paid-in capital (Predecessor)		69,879		—			(69,879	) (l)		—
Additional paid-in capital Successor		—		154,998	(g)		(78,400	) (m)		76,598
Retained earnings		101,677		23,109	(h)		(124,786	) (n)		—
Total shareholders’ equity		171,557		178,109			(273,066	)		76,600
Total liabilities and shareholders’ equity	$	348,183	$	285,000		$	(210,000	)	$	423,183

The following notes relate to the table above and should be read in conjunction with the information in such table.

(a) These adjustments are necessary to give effect to the Plan, including the receipt of cash proceeds associated with the contribution of cash from certain creditors, issuance of debt securities, issuance of 200 million shares of common stock and other transactions as contemplated under the Plan.

(b) These adjustments are necessary to reflect assets and liabilities at fair value and elimination of Predecessor equity. The primary operating business of the Successor is the WMMRC subsidiary which has a net asset value higher than its Fair Market Value (“FMV”).

(c) This adjustment reflects $75.0 million of cash contributed to the Company on the Effective Date by certain creditors.

(d) This adjustment reflects the Court’s valuation of WMMRC of $140.0 million and additional value attributable to the NOLs. These items have been adjusted to FMV as part of the application of Fresh Start Accounting. The Court’s valuation is presented solely for information purposes, however, because management does not believe that the Court’s valuation necessarily reflects the actual or FMV of the Company’s assets and liabilities under GAAP. This adjustment is eliminated as described in (i) below.

(e) This adjustment reflects the issuance of $130.0 million of Runoff Notes as described in Note 9: Notes Payable.

(f) This adjustment reflects eliminating an intercompany payable occurring from carve-out allocated costs related to historic charges allocated as if services had been performed and charged to the Predecessor in accordance with Staff Accounting Bulletin (“SAB”) Topic 1B and 1B1. The methodology for these charges is based on applying the current contractual relationships described in Note 8: Service Agreements and Related Party Transactions as if they had been in place since the formation of WMMRC. The impact on historic earnings is described in (h) below. Additionally, this eliminates the offsetting intercompany amount created when Predecessor common stock is eliminated.

(g) This adjustment reflects the calculated value of the 200 million shares of common stock issued before adjusting for FMV as a result of Fresh Start Accounting. This amount results from the use of the Court-assigned (non-GAAP) values attributed to assets and liabilities which are then utilized in calculating the resulting balance attributable to equity. The common stock is recorded at par value calculated as 200 million shares at a par value of $0.00001 per share. The remainder of the value is then attributed to additional paid-in capital.

(h) This adjustment increases the retained earnings of the Predecessor due to the elimination of the carve-out costs which decreased historic earnings of the Predecessor. The resulting intercompany payable is described in (f) above. These costs and the related retained earnings are eliminated as the costs were allocated in accordance with SAB Topics 1B and 1B1 and would have eliminated in consolidation.

(i) This adjustment reflects the elimination of the Court assigned values described in (d) above. There has been no goodwill recorded as a result of this transaction. WMMRC is reported as the Predecessor and therefore is carried at FMV in individual line items. Management believes that the Court’s valuation was inconsistent with GAAP and such information related to such valuation is being presented here for informational purposes only. Therefore, elimination is required to present the opening balance sheet in accordance with GAAP.

(j) This adjustment is required to reflect a loss contract fair market value reserve of $63.1 million relating to contractual obligations of WMMRC. This is in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The net assets or equity value of WMMRC totaled $171.6 million prior to reorganization and fair value adjustments. The elimination of the costs and intercompany payable allocated to the predecessor in accordance with SAB Topic 1B and 1B1 and described in (f) above increase the equity value to $194.7 million. The value of WMMRC was reduced by $63.1 million based upon the FMV analysis described above.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings		124,786
Predecessor additional paid-in capital		69,879
Predecessor common stock eliminated in consolidation		(1	)
Predecessor equity value		194,664
Fair market value of WMMRC		131,600
Loss contract fair market reserve allowance	$	63,064

(k) This adjustment reflects the elimination of common stock of the Predecessor.

(l) This adjustment reflects the elimination of additional paid-in capital of the Predecessor.

(m) This adjustment reflects the reduction of equity value resulting from fresh start accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 7: Federal Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs.

Fair market value of WMMRC (Court assigned)	$	140,000
Fair market value of WMMRC		131,600
Fair market value reduction		8,400
Elimination of Court assigned value related to NOLs		70,000
Total change in fair market value affecting Equity Value	$	78,400
Court assigned Equity Value recorded as additional paid-in capital	$	154,998
Total change in fair market value affecting Equity Value		78,400
Additional paid-in capital at March 19, 2012	$	76,598

(n) This adjustment reflects the elimination of adjusted retained earnings of the Predecessor.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings	$	124,786

Adjustment in Fair Value and Reorganization

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings		124,786
Predecessor additional paid-in capital		69,879
Predecessor common stock eliminated in consolidation		(1	)
Predecessor equity value		194,664
Fair market value of WMMRC		131,600
Loss contract fair market reserve allowance	$	63,064

Adjustment Reflects the Elimination of Adjusted Retained Earnings

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings		124,786
Predecessor additional paid-in capital		69,879
Predecessor common stock eliminated in consolidation		(1	)
Predecessor equity value		194,664
Fair market value of WMMRC		131,600
Loss contract fair market reserve allowance	$	63,064

(k) This adjustment reflects the elimination of common stock of the Predecessor.

(l) This adjustment reflects the elimination of additional paid-in capital of the Predecessor.

(m) This adjustment reflects the reduction of equity value resulting from fresh start accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 7: Federal Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs.

Fair market value of WMMRC (Court assigned)	$	140,000
Fair market value of WMMRC		131,600
Fair market value reduction		8,400
Elimination of Court assigned value related to NOLs		70,000
Total change in fair market value affecting Equity Value	$	78,400
Court assigned Equity Value recorded as additional paid-in capital	$	154,998
Total change in fair market value affecting Equity Value		78,400
Additional paid-in capital at March 19, 2012	$	76,598

(n) This adjustment reflects the elimination of adjusted retained earnings of the Predecessor.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings	$	124,786

Adjustment Reflects Reduction of Equity Value Resulting from Fresh Start Accounting

Fair market value of WMMRC (Court assigned)	$	140,000
Fair market value of WMMRC		131,600
Fair market value reduction		8,400
Elimination of Court assigned value related to NOLs		70,000
Total change in fair market value affecting Equity Value	$	78,400
Court assigned Equity Value recorded as additional paid-in capital	$	154,998
Total change in fair market value affecting Equity Value		78,400
Additional paid-in capital at March 19, 2012	$	76,598

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Restriction on Distribution of Net Assets from Subsidiary

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Restriction on Distribution of Net Assets from Subsidiary

Note 13: Restriction on Distribution of Net Assets from Subsidiary

WMMRC has net assets totaling $167.1 million and $167.0 million as of March 31, 2013 and December 31, 2012 respectively. These net assets are not immediately available for distribution to WMIHC due to restrictions imposed by trust agreements, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIHC are further restricted by the terms of the Runoff Notes described in Note 9: Notes Payable.

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Notes Payable

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Notes Payable

Note 9: Notes Payable

On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.

The Runoff Notes are secured by, and have a specified priority in right of payment in, (a) a securities or deposit account into which WMIHC will deposit distributions it receives of Runoff Proceeds (as defined within the Indentures) (the “Collateral Account”) and (b) the equity interests in, and assets of, either WMMRC or such other entity as holds (or may hold in the future) WMMRC’s existing portfolio of assets, to the extent a lien has been granted therein (with any such lien subject to regulatory approval). No such regulatory approval has been obtained as of the date on which these audited financial statements are being published.

WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.

In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with all interest payments due and payable in respect of the Second Lien Runoff Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. Since the issuance of the Indentures through March 31, 2013 $7.4 million in interest payments on the First Lien Notes were paid in cash. The aggregate face amount of PIK Notes issued and outstanding as of March 31, 2013 and December 31, 2012 totals approximately $9.0 million and $8.3 million. Outstanding amounts under these notes totaled approximately $115.7 million and $136.3 million as of March 31, 2013 and December 31, 2012. Approximately $21.3 million and $2.0 million of First Lien Notes principal was paid during the three months ended March 31, 2013 and the year ended December 31, 2012. Interest on First Lien Notes paid in cash totaled approximately $3.7 million, $0.0 million and $3.7 million during the three months ended March 31, 2013 and 2012 and the year ended December 31, 2012 respectively.

Outstanding amounts under the First Lien Notes and Second Lien Notes totaled $115.7 million as of March 31, 2013 and $136.3 million as of December 31, 2012. Principal payments totaled $21.3 million and $2.0 million for the periods ended March 31, 2013 and December 31, 2012 respectively. At March 31, 2013 and December 31, 2012 $0.0 million and $25.0 million respectively was held in the restricted cash account. The amount held at December 31, 2012 was subsequently used to pay principal, and interest on the Runoff Notes. The disposition of and known amounts held or available at March 31, 2013 are more fully described in Note 15: Subsequent Events.

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Federal Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Federal Income Taxes

Note 7: Federal Income Taxes

For the three months ended March 31, 2013, the Company recorded a net loss of approximately $3.8 million. Due to projected tax losses for the year ended December 31, 2013 and the existence of net operating loss carry forwards which have a 100% valuation allowance recorded to reduce them to zero, the Company has not recorded an income tax expense or benefit for the three months ended March 31, 2013. The Company recorded no income tax expense or benefit for the period ended December 31, 2012 due to losses in that period.

The Company files a consolidated federal income tax return. Pursuant to a tax sharing agreement, WMMRC’s federal income tax liability is calculated on a separate return basis determined by applying 35 percent to taxable income, in accordance with the provisions of the Internal Revenue Code that apply to property and casualty insurance companies. WMIHC, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIHC during the periods ending March 31, 2013 or December 31, 2012 associated with the Company’s tax liability from the preceding year.

Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, accruals, net operating losses and unrealized gains and losses on investments. As of March 31, 2013 and December 31, 2012, the Company recorded a valuation allowance equal to 100 percent of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future. The amount of deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are revised.

On March 19, 2012, WMIHC emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which gives rise to an NOL for the year ending December 31, 2012. Under Section 382 of the Internal Revenue Code, and based on the Company’s analysis, we believe that the Company experienced an “ownership change” (generally defined as a greater than 50 percent change (by value) in our equity ownership over a three-year period) on March 19, 2012, and our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income was limited. The Section 382 limitation is applied annually so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. Due to applicable limitations under IRC Section 382 and a reduction of tax attributes due to cancellation of indebtedness, a portion of these NOLs were limited and will expire unused. We believe that the total available and utilizable NOL carry forward at December 31, 2012 is approximately $5.97 billion. At March 31, 2013 there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2029. The Company’s ability to utilize the NOLs or realize any benefits related to the NOLs is subject to a number of risks.

The Company accounts for uncertain tax positions in accordance with the income taxes accounting guidance. The Company has analyzed filing positions in the federal and state jurisdiction where it is required to file tax returns, as well as the open tax years in these jurisdictions. Tax years 2008 to present are subject to examination by the Internal Revenue Service. The Company believes that its federal income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain federal income tax positions have been recorded. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for federal income taxes. The Company did not incur any federal income tax related interest income, interest expense or penalties for the periods ended March 31, 2013 and December 31, 2012.

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Service Agreements and Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Service Agreements and Related Party Transactions

Note 8: Service Agreements and Related Party Transactions

WMMRC has engaged a Hawaiian-based service provider to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee.

WMIHC entered into an Investment Management Agreement and an Administrative Services Agreement with WMMRC on March 19, 2012. Each of these agreements was approved by WMMRC’s primary regulator. Total amounts incurred under these agreements totaled $443 thousand for the three months ended March 31, 2013, $64 thousand for the period from March 20, 2012 to March 31, 2012 and zero for the period from January 1, 2012 to March 19, 2012. The expense and related income eliminate on consolidation. These agreements are described below.

On March 19, 2012, WMIHC entered into an Investment Management Agreement with WMMRC. Under the terms of this agreement WMIHC receives from WMMRC a fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIHC is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject.

On March 19, 2012, WMIHC entered into an Administrative Services Agreement with WMMRC. Under the terms of this agreement, WMIHC receives from WMMRC a fee of $110 thousand per month. WMIHC is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management, and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business.

On March 23, 2012, WMIHC and the Trust entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, each party makes available certain services and employees. The TSA provides the Company with office space for its current employees and basic infrastructure and support services to allow the Company to operate. The TSA provides the Trust with access to certain of the Company’s employees and, initially, limited use of the Company’s health insurance plan for its employees. The TSA was amended on September 24, 2012 and the term of the agreement was initially extended through March 31, 2013 subject to automatic renewal for successive additional three-month terms unless earlier terminated by either party upon at least 30 days written notice prior to the expiration of the term. The agreement has automatically renewed per its terms and is currently in place through the June 30, 2013, subject to additional renewals. Either party may terminate one or more of the services offered upon ten (10) days written notice to the other party.

See Note 4: Fresh Start Accounting for a discussion of fees attributed to WMMRC in accordance with SAB Topics 1B and 1B1 which address common cost and expense allocations for pre-Effective Date periods in Fresh Start Accounting section.

In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Election”. Essentially, the Plan defines the “Pro Rata Share of the Common Stock Election” as ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).

If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC). Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and Confirmation Order.

As of March 31, 2013, WMIHC had not received any Litigation Proceeds in connection with the foregoing. Given the speculative nature of litigation, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds.

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Financing Arrangements

3 Months Ended

Mar. 31, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Financing Arrangements

Note 10: Financing Arrangements

As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among the WMIHC, each current subsidiary of WMIHC and any additional subsidiary or person who later agrees to or becomes a guarantor, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), on a several and not joint basis, and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Agent”). The credit facility established by the Financing Agreement may be used for only certain specific purposes.

The facility consists of (a) a tranche A term loan and a tranche A-1 term loan in the aggregate principal amount of $25 million and (b) a tranche B term loan in the aggregate principal amount of $100.0 million. The proceeds of (a) the tranche A term loan and tranche A-1 term loan can be used to fund working capital and for general corporate purposes of the Company, and (b) the tranche B term loan can be used to fund certain permitted acquisitions and permitted originations (as these terms are defined in the Financing Agreement) which are limited to acquisitions and originations of business in the financial services or insurance sectors. The Lenders are severally, and not jointly, obligated to extend such credit to WMIHC. The facility is secured by substantially all of WMIHC’s assets and the Lenders must have an additional first priority lien on any new business and assets acquired. As of March 31, 2013 and December 31, 2012, no loans were outstanding under the Financing Agreement.

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Fresh Start Accounting - Adjustment in Fair Value and Reorganization (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 19, 2012
Adjustment in fair value and reorganization
Predecessor retained earnings	$ 101,677
Adjustment for carve-out allocations	23,109
Predecessor adjusted retained earnings	(124,786)
Predecessor additional paid-in capital	69,879
Predecessor common stock eliminated in consolidation	(1)
Predecessor [Member]
Adjustment in fair value and reorganization
Predecessor retained earnings	101,677
Adjustment for carve-out allocations	23,109
Predecessor adjusted retained earnings	124,786
Predecessor additional paid-in capital	69,879
Predecessor common stock eliminated in consolidation	(1)
Predecessor equity value	194,664
Fair Value Adjustments [Member]
Adjustment in fair value and reorganization
Fair market value of WMMRC	131,600
Loss contract fair market reserve allowance	$ 63,064

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Capital Stock - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 19, 2013	Mar. 31, 2013 Y	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Capital Stock Distribution [Line Items]
Common stock, shares authorized		500,000,000		500,000,000
Preferred stock, shares authorized		5,000,000		5,000,000
Preferred stock, par value		$ 0.00001		$ 0.00001
Common stock, par value		$ 0.00001		$ 0.00001
Common stock, shares issued		201,156,078		201,156,078
Amount of restricted share grants		$ 0		$ 550,000
Unamortized value of unvested restricted share grant		361,000		407,000
Amortized period for unvested restricted share		2.0
Stock-based compensation		$ 46,000	$ 0
Award vesting period		3 years
Award vesting rights		1/3 per year
Number of shares vested	385,364	385,364
Unvested shares		770,714		1,156,078
Per share of unvested shares of common stock		$ 0.0001
Common stock, shares outstanding		201,156,078		201,156,078
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
WMI Holdings Corp [Member]
Capital Stock Distribution [Line Items]
Common stock, shares issued		200,000,000

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 15: Subsequent Events

On April 3, 2013, WMIHC received $2.0 million in cash from WMMRC which prior to its transfer was restricted as described in Note 13: Restriction on Distribution of Assets from Subsidiary. This cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii. The restricted cash will be used to pay principal and interest on the Runoff Notes in accordance with the Indentures.

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Capital Stock (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Summary of Company's Restricted Share Award Activity

A summary of WMIHC’s restricted share award activity for the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

	Number of Restricted Stock Awards Outstanding		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands)
Outstanding—January 1, 2012		—	$	—	$	—
Restricted stock awards granted		1,156,078		0.4761		550
Restricted stock awards released or forfeited		—		—		—
Outstanding—December 31, 2012		1,156,078		0.4761		550
Restricted stock awards granted		—		—		—
Restricted stock awards released or forfeited		—		—		—
Outstanding—March 31, 2013		1,156,078	$	0.4761	$	550

Summary of Company's Restricted Shares Issued and Subject to Repurchase

A summary of the Company’s restricted shares issued and subject to repurchase as of the three months ended March 31, 2013 and year ended December 31, 2012 is presented below:

Shares subject to repurchase—January 1, 2012	—
Shares issued subject to vesting during the period	1,156,078
Unvested shares repurchased	—
Shares vested during the period	—
Unvested shares—December 31, 2012	1,156,078
Shares issued subject to vesting during the period	—
Unvested shares repurchased	—
Shares vested during the period	385,364
Unvested shares—March 31, 2013	770,714

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Notes Payable - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Mar. 19, 2012
Debt Instrument [Line Items]
Outstanding amounts of notes	$ 115.7		$ 136.3
Principal payments	21.3		2.0
Restricted cash held for notes payable	0		25.0
13% Senior First Lien Notes [Member]
Debt Instrument [Line Items]
Note issued				110.0
Cash interest payments on Notes	7.4
Cash interest paid on Notes	3.7	0	3.7
13% Senior Second Lien Notes [Member]
Debt Instrument [Line Items]
Note issued				20.0
PIK Notes [Member]
Debt Instrument [Line Items]
Note issued	$ 9.0		$ 8.3

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Investment Securities - Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	$ 277,654	$ 272,895
Total fixed-maturity securities, Gross Unrealized Gains	4,252	4,869
Total fixed-maturity securities, Gross Unrealized Losses	(359)	(295)
Total fixed-maturity securities, Estimated Fair Value	281,547	277,469
Total fixed-maturity securities held in trust, Amortized Cost	194,196	197,236
Total fixed-maturity securities held in trust, Gross Unrealized Gains	4,078	4,701
Total fixed-maturity securities held in trust, Gross Unrealized Losses	(326)	(277)
Total fixed-maturity securities held in trust, Estimated Fair Value	197,948	201,660
Trading [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Less total unrestricted fixed-maturity securities, Amortized Cost	10,002	14,246
Less total unrestricted fixed-maturity securities, Gross Unrealized Gains	174	168
Less total unrestricted fixed-maturity securities, Gross Unrealized Losses	(33)	(18)
Less total unrestricted fixed-maturity securities, Estimated Fair Value	10,143	14,396
Held to maturity [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Less total unrestricted fixed-maturity securities, Amortized Cost	73,456	61,413
Less total unrestricted fixed-maturity securities, Estimated Fair Value	73,456	61,413
Obligations of U.S. government sponsored enterprises [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	73,055	97,104
Total fixed-maturity securities, Gross Unrealized Gains	1,040	1,415
Total fixed-maturity securities, Gross Unrealized Losses	(199)	(156)
Total fixed-maturity securities, Estimated Fair Value	73,896	98,363
Corporate debt securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	105,320	91,997
Total fixed-maturity securities, Gross Unrealized Gains	2,853	3,011
Total fixed-maturity securities, Gross Unrealized Losses	(59)	(34)
Total fixed-maturity securities, Estimated Fair Value	108,114	94,974
Commercial paper [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	69,607	54,948
Total fixed-maturity securities, Estimated Fair Value	69,607	54,948
Foreign corporate debt securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	20,779	18,305
Total fixed-maturity securities, Gross Unrealized Gains	326	379
Total fixed-maturity securities, Gross Unrealized Losses	(23)	(18)
Total fixed-maturity securities, Estimated Fair Value	21,082	18,666
Commercial Mortgage-backed securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total fixed- maturity securities, Amortized Cost	8,893	10,541
Total fixed-maturity securities, Gross Unrealized Gains	33	64
Total fixed-maturity securities, Gross Unrealized Losses	(78)	(87)
Total fixed-maturity securities, Estimated Fair Value	$ 8,848	$ 10,518

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Thousands, except Share data	Total	Predecessor [Member]	Successor [Member]	Common Stock [Member] Predecessor [Member]	Common Stock [Member] Successor [Member]	Additional paid-in capital [Member] Predecessor [Member]	Additional paid-in capital [Member] Successor [Member]	Retained earnings (deficit) [Member] Predecessor [Member]	Retained earnings (deficit) [Member] Successor [Member]
Beginning Balance at Dec. 31, 2011		$ 174,990		$ 1		$ 69,879		$ 105,110
Beginning Balance, Shares at Dec. 31, 2011				1,000
Net (loss) income		(3,433)						(3,433)
Allocated carve-out costs		23,108						23,108
Cancellation of Predecessor common stock		(194,665)		(1)		(69,879)		(124,785)
Cancellation of Predecessor common stock, shares				(1,000)
Issuance of common stock		76,600		2		76,598
Issuance of common stock, Shares				200,000,000
Ending Balance at Mar. 19, 2012		171,557	76,600	1		69,879		101,677
Ending Balance, Shares at Mar. 19, 2012		1,000	200,000,000	1,000
Net (loss) income			472
Ending Balance at Mar. 31, 2012
Beginning Balance at Mar. 19, 2012			76,600		2		76,598
Beginning Balance, Shares at Mar. 19, 2012			200,000,000		200,000,000
Net (loss) income			(12,353)						(12,353)
Issuance of common stock under restricted share compensation arrangement			143				143
Issuance of common stock under restricted share compensation arrangement, shares					1,156,078
Ending Balance at Dec. 31, 2012			64,390		2		76,741		(12,353)
Ending Balance, Shares at Dec. 31, 2012	201,156,078				201,156,078
Net (loss) income	(3,816)		(3,816)						(3,816)
Vesting of common stock under restricted share compensation arrangement			46				46
Ending Balance at Mar. 31, 2013			$ 60,620		$ 2		$ 76,787		$ (16,169)
Ending Balance, Shares at Mar. 31, 2013	201,156,078				201,156,078

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Fresh Start Accounting

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Fresh Start Accounting

Note 4: Fresh Start Accounting

Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions.

The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represents management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Successor. These methods included (a) the comparable company’s analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially.

A significant difference exists between the Equity Value determined by management and the value determined by the Court in an opinion dated September 13, 2011 in which the Court expressed its view with respect to the Company’s value (including the value of net operating loss carry forward items relating to taxes (“NOLs”)). While the NOL asset has been recorded on the Company’s opening balance sheet at the value assigned by the Court, management also has recorded a full valuation allowance relative to these assets. The valuation allowance was determined to be necessary as management is unable to identify potential earnings from its existing operations and assets which would allow the Company to benefit from the utilization of these NOLs now or in the future. In the event that earnings are recognized in future periods, the availability of NOLs could result in additional value to the shareholders. The utilization of NOLs may be subject to significant additional limits. See Note 7: Federal Income Taxes for additional detail. No cash will be used for Plan-related liabilities as WMIHC is not liable for pre-petition claims under the terms of the Plan and the estimated minimum level of cash required for ongoing reserves was deducted from total projected cash to arrive at an amount of remaining or available cash. The Effective Date Equity Value of $76.6 million is intended to reflect a value that a willing buyer would pay for the Company’s assets immediately after emerging from bankruptcy.

The value of a business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the prospects of such a business. As a result, the estimates set forth herein are not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. These estimates assume that the Company will continue as the owner and operator of these businesses and related assets and that such businesses and assets will be operated in accordance with WMMRC’s historical business practices, which is the basis for financial projections. The financial projections are based on projected market conditions and other estimates and assumptions including, but not limited to, general business, economic, competitive, regulatory, market and financial conditions, all of which are difficult to predict and generally beyond the Company’s control. Depending on the actual results of such factors, operations or changes in financial markets, these valuation estimates may differ significantly from that disclosed herein.

The Company’s Equity Value was first allocated to its tangible assets and identifiable intangible assets and the excess (if any) of reorganization value over the fair value of tangible and identifiable intangible assets would be recorded as goodwill. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. The only intangible asset identified related to reinsurance contracts which were held by WMMRC. The contracts were evaluated to determine whether the value attributable to such contracts was either above market or in a loss contract position. After taking such evaluation into consideration, a loss contract fair market value reserve totaling $63.1 million was recorded. WMMRC’s deferred taxes were determined in conformity with applicable income tax accounting standards.

Material differences, including with respect to its business operations, financial performance, asset size and other factors, exist with respect to the pre-petition operations and financial position of Washington Mutual, Inc. and its subsidiaries as compared with the post-emergence operations and financial position of the Company. In order to address such differences, in preparing these and future financial statements, management has concluded that it is appropriate to use the financial information of the Company’s wholly-owned subsidiary, WMMRC as the basis for its past and ongoing financial reporting. Information in these Financial Statements labeled as “Predecessor” refers to periods prior to the adoption of fresh start reporting, while those labeled as “Successor” refer to periods following the Company’s reorganization and emergence from bankruptcy.

Adjustments recorded to the Predecessor, after giving effect to the implementation of the Plan and to record assets and liabilities at fair value pursuant to the adoption of fresh start accounting are summarized below (dollars in thousands):

	Predecessor March 19, 2012		Reorganization Adjustments (a)			Fair Value Adjustments (b)			Successor March 19, 2012
ASSETS
Investments held in trust, at fair value:
Fixed-maturity securities	$	303,169	$	—		$	—		$	303,169
Cash equivalents held in trust		26,249		—			—			26,249
Total investments held in trust		329,418		—			—			329,418
Cash and cash equivalents		7,014		75,000	(c)		—			82,014
Fixed-maturity securities, at fair value		6,049		—			—			6,049
Accrued investment income		2,313		—			—			2,313
Other assets		3,389		210,000	(d)		(210,000	) (i)		3,389
Total assets	$	348,183	$	285,000		$	(210,000	)	$	423,183
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable - principal	$	—	$	130,000	(e)	$	—		$	130,000
Losses and loss adjustment reserves		141,010		—			—			141,010
Losses payable		7,585		—			—			7,585
Unearned premiums		409		—			—			409
Accrued ceding commissions		466		—			—			466
Loss contract fair market value reserve		—		—			63,064	(j)		63,064
Other liabilities		27,156		(23,109	) (f)		2	(f)		4,049
Total liabilities		176,626		106,891			63,066			346,583
Shareholders’ equity:
Common stock, $.00001 par value; 500,000,000 authorized, 200,000,000 shares issued and outstanding		—		2	(g)		—			2
Common stock, $1 par value, 1,000 shares issued and outstanding		1		—			(1	) (k)		—
Additional paid-in capital (Predecessor)		69,879		—			(69,879	) (l)		—
Additional paid-in capital Successor		—		154,998	(g)		(78,400	) (m)		76,598
Retained earnings		101,677		23,109	(h)		(124,786	) (n)		—
Total shareholders’ equity		171,557		178,109			(273,066	)		76,600
Total liabilities and shareholders’ equity	$	348,183	$	285,000		$	(210,000	)	$	423,183

The following notes relate to the table above and should be read in conjunction with the information in such table.

(a) These adjustments are necessary to give effect to the Plan, including the receipt of cash proceeds associated with the contribution of cash from certain creditors, issuance of debt securities, issuance of 200 million shares of common stock and other transactions as contemplated under the Plan.

(b) These adjustments are necessary to reflect assets and liabilities at fair value and elimination of Predecessor equity. The primary operating business of the Successor is the WMMRC subsidiary which has a net asset value higher than its Fair Market Value (“FMV”).

(c) This adjustment reflects $75.0 million of cash contributed to the Company on the Effective Date by certain creditors.

(d) This adjustment reflects the Court’s valuation of WMMRC of $140.0 million and additional value attributable to the NOLs. These items have been adjusted to FMV as part of the application of Fresh Start Accounting. The Court’s valuation is presented solely for information purposes, however, because management does not believe that the Court’s valuation necessarily reflects the actual or FMV of the Company’s assets and liabilities under GAAP. This adjustment is eliminated as described in (i) below.

(e) This adjustment reflects the issuance of $130.0 million of Runoff Notes as described in Note 9: Notes Payable.

(f) This adjustment reflects eliminating an intercompany payable occurring from carve-out allocated costs related to historic charges allocated as if services had been performed and charged to the Predecessor in accordance with Staff Accounting Bulletin (“SAB”) Topic 1B and 1B1. The methodology for these charges is based on applying the current contractual relationships described in Note 8: Service Agreements and Related Party Transactions as if they had been in place since the formation of WMMRC. The impact on historic earnings is described in (h) below. Additionally, this eliminates the offsetting intercompany amount created when Predecessor common stock is eliminated.

(g) This adjustment reflects the calculated value of the 200 million shares of common stock issued before adjusting for FMV as a result of Fresh Start Accounting. This amount results from the use of the Court-assigned (non-GAAP) values attributed to assets and liabilities which are then utilized in calculating the resulting balance attributable to equity. The common stock is recorded at par value calculated as 200 million shares at a par value of $0.00001 per share. The remainder of the value is then attributed to additional paid-in capital.

(h) This adjustment increases the retained earnings of the Predecessor due to the elimination of the carve-out costs which decreased historic earnings of the Predecessor. The resulting intercompany payable is described in (f) above. These costs and the related retained earnings are eliminated as the costs were allocated in accordance with SAB Topics 1B and 1B1 and would have eliminated in consolidation.

(i) This adjustment reflects the elimination of the Court assigned values described in (d) above. There has been no goodwill recorded as a result of this transaction. WMMRC is reported as the Predecessor and therefore is carried at FMV in individual line items. Management believes that the Court’s valuation was inconsistent with GAAP and such information related to such valuation is being presented here for informational purposes only. Therefore, elimination is required to present the opening balance sheet in accordance with GAAP.

(j) This adjustment is required to reflect a loss contract fair market value reserve of $63.1 million relating to contractual obligations of WMMRC. This is in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The net assets or equity value of WMMRC totaled $171.6 million prior to reorganization and fair value adjustments. The elimination of the costs and intercompany payable allocated to the predecessor in accordance with SAB Topic 1B and 1B1 and described in (f) above increase the equity value to $194.7 million. The value of WMMRC was reduced by $63.1 million based upon the FMV analysis described above.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings		124,786
Predecessor additional paid-in capital		69,879
Predecessor common stock eliminated in consolidation		(1	)
Predecessor equity value		194,664
Fair market value of WMMRC		131,600
Loss contract fair market reserve allowance	$	63,064

(k) This adjustment reflects the elimination of common stock of the Predecessor.

(l) This adjustment reflects the elimination of additional paid-in capital of the Predecessor.

(m) This adjustment reflects the reduction of equity value resulting from fresh start accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 7: Federal Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs.

Fair market value of WMMRC (Court assigned)	$	140,000
Fair market value of WMMRC		131,600
Fair market value reduction		8,400
Elimination of Court assigned value related to NOLs		70,000
Total change in fair market value affecting Equity Value	$	78,400
Court assigned Equity Value recorded as additional paid-in capital	$	154,998
Total change in fair market value affecting Equity Value		78,400
Additional paid-in capital at March 19, 2012	$	76,598

(n) This adjustment reflects the elimination of adjusted retained earnings of the Predecessor.

Predecessor retained earnings	$	101,677
Adjustment for carve-out allocations		23,109
Predecessor adjusted retained earnings	$	124,786

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Net (loss) Income Per Common Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net (Loss) Income Per Share

The following table sets forth the computation of basic and diluted net (loss) income per share:

	(in thousands, except per share data)
	Successor			Successor		Predecessor
	Three months ended March 31, 2013			Period from March 20, 2012 to March 31, 2012		Period from January 1, 2012 to March 19, 2012
Numerator for basic and diluted net (loss) income per share:
Net (loss) income	$	(3,816	)	$	472	$	(3,433	)
Less: Net (loss) income allocated to participating securities		(21	)		—		—
Net (loss) income attributable to common shareholders	$	(3,795	)	$	472	$	(3,433	)
Denominator for basic and diluted net (loss) income per share:
Weighted average share outstanding		201,156,078			200,000,000		1,000
Weighted average unvested restricted shares outstanding		(1,100,414	)		—		—
Denominator for basic and diluted net (loss) income per share:		200,055,664			200,000,000		1,000
Basic and diluted net (loss) income per share attributable to common shareholders	$	(0.02	)	$	0.00	$	(3,433.00	)

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Insurance Activity - Schedule of Premiums Assumed and Earned (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended
	Mar. 31, 2012 Successor [Member]	Mar. 31, 2013 Successor [Member]	Mar. 19, 2012 Predecessor [Member]
Premiums assumed	$ 1,011	$ 3,374	$ 6,130
Change in unearned premiums	8	31	47
Premiums earned	$ 1,019	$ 3,405	$ 6,177

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Net (loss) Income Per Common Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Net (loss) Income Per Common Share

Note 14: Net (loss) Income Per Common Share

Basic and diluted net (loss) income per share attributable to common shareholders is computed by dividing net (loss) income, excluding net (loss) income allocated to participating securities, by the weighted average number of shares outstanding less the weighted average of unvested restricted shares outstanding.

There were no dilutive effects from any equity instruments for any of the periods presented, therefore diluted net (loss) income per share was the same as basic net (loss) income for all periods presented. There were no participating shares for any period prior to the issuance of restricted shares on October 18, 2012 as described in Note 11: Capital Stock.

The following table sets forth the computation of basic and diluted net (loss) income per share:

	(in thousands, except per share data)
	Successor			Successor		Predecessor
	Three months ended March 31, 2013			Period from March 20, 2012 to March 31, 2012		Period from January 1, 2012 to March 19, 2012
Numerator for basic and diluted net (loss) income per share:
Net (loss) income	$	(3,816	)	$	472	$	(3,433	)
Less: Net (loss) income allocated to participating securities		(21	)		—		—
Net (loss) income attributable to common shareholders	$	(3,795	)	$	472	$	(3,433	)
Denominator for basic and diluted net (loss) income per share:
Weighted average share outstanding		201,156,078			200,000,000		1,000
Weighted average unvested restricted shares outstanding		(1,100,414	)		—		—
Denominator for basic and diluted net (loss) income per share:		200,055,664			200,000,000		1,000
Basic and diluted net (loss) income per share attributable to common shareholders	$	(0.02	)	$	0.00	$	(3,433.00	)