8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 1, 2012

WMI Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

Washington	001-14667	91-1653725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

As previously reported, on March 19, 2012, WMI Holdings Corp. (formerly known as Washington Mutual, Inc. (the “Company”)) issued $110 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 the Company and Wilmington Trust, National Association, as Trustee. Additionally, the Company issued $20 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 the Company and Law Debenture Trust Company of New York, as Trustee. Under the Indentures, the Company is required to provide, to the holders of the Runoff Notes, unaudited monthly financial statements with respect to WM Mortgage Reinsurance Company, Inc. The unaudited financial statements for WM Mortgage Reinsurance Company, Inc., as of and for the period ended September 30, 2012, are attached to this Form 8-K as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the exhibits contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Company’s actual results and performance to differ materially from those expressed or forecasted in any such forward-looking statements. These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which the Company operates. Some of the specific risks that are associated with the Company include, but are not limited to, the following: (i) the Company does not currently intend to have any of its securities listed on an exchange or a national market and, therefore, its common stock may have less liquidity than exchange-traded securities; (ii) transfers of the common stock of the Company are and will continue to be subject to certain transfer restrictions as set forth in the Articles and Bylaws; (iii) there is no guarantee that the Company will be able to successfully utilize the net operating losses that will be retained by the Company; and (iv) the Company may need to seek regulatory approval from the Hawaii State Insurance Commissioner from time to time with respect to certain aspects of WM Mortgage Reinsurance Company, Inc.’s operations. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements. However, readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to time with the Securities and Exchange Commission.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

99.1 Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the period ended September 30, 2012.

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SIGNATURES

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

	WMI HOLDINGS CORP. (Registrant)
Date: November 1, 2012	By:	/s/ Charles Edward Smith
		Name: Charles Edward Smith
		Title:   Interim Chief Executive Officer

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EXHIBIT INDEX

99.1 Unaudited condensed balance sheet and condensed statement of operations of WM Mortgage Reinsurance Company, Inc. as of and for the period ended September 30, 2012.

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EX-99.1

Exhibit 99.1

WM MORTGAGE REINSURANCE COMPANY INC.

CONDENSED BALANCE SHEET

AS OF SEPTEMBER 30, 2012

(UNAUDITED)

(000 omitted)

	MODIFIED GAAP BALANCE  SHEET
ASSETS
CASH & CASH EQUIVALENTS		855
INVESTMENTS		9,614
INVESTMENTS HELD IN TRUST		303,210
ACCOUNTS RECEIVABLE		1,402
ACCRUED INTEREST		1,348
DEFERRED FEDERAL INCOME TAX		—
VALUATION ALLOWANCE FOR DEFERRED TAX		(12,398	)
DEFERRED TAX ASSETS		12,398
TOTAL ASSETS		316,429
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES:
ACCRUED EXPENSES		184
ACCRUED INVESTMENT EXPENSES		52
ACCRUED ADMINISTRATIVE FEES		110
ACCRUED CEDING FEES		125
INTEREST PAYABLE		—
UNEARNED PREMIUMS		313
LOSSES PAYABLE		2,832
LOSS RESERVES		108,807
IBNR		6,096
CONTINGENCY RESERVES		44,890
TOTAL LIABILITIES		163,409
STOCKHOLDER’S EQUITY:
CAPITAL STOCK		1
ADDITIONAL PAID-IN CAPITAL		64,879
UNREALIZED GAIN/LOSS ON INVESTMENTS		—
CONTINGENCY RESERVES		(44,890	)
DIVIDENDS PAID		(10,250	)
RETAINED EARNINGS (ACCUMULATED DEFICIT)		130,886
NET INCOME (LOSS) - YEAR TO DATE		7,394
TOTAL STOCKHOLDER’S EQUITY		153,020
TOTAL LIABILITIES & STOCKHOLDER’S EQUITY		316,429

WM MORTGAGE REINSURANCE COMPANY INC.

UNAUDITED FINANCIAL STATEMENTS

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED SEPTEMBER 30, 2012

(000 Omitted)

	MONTH TO DATE			YEAR TO DATE
UNDERWRITING INCOME:
ASSUMED PREMIUMS WRITTEN		1,353			16,515
CHANGE IN UNEARNED PREMIUMS		17			143
NET PREMIUMS EARNED		1,370			16,658
UNDERWRITING EXPENSES:
LOSSES PAID		2,832			38,998
PROVISION FOR LOSS RESERVES		(1,849	)		(24,164	)
PROVISION FOR IBNR		328			47
CEDING COMMISSION		125			1,904
TOTAL UNDERWRITING EXPENSES		1,436			16,785
UNDERWRITING INCOME (LOSS)		(66	)		(127	)
GENERAL & ADMINISTRATIVE EXPENSES:
MANAGEMENT FEES		13			166
ACTUARY CONSULTING FEES		23			207
AUDIT FEES		5			263
LEGAL FEES		4			76
ADMINISTRATIVE FEES		110			723
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		155			1,435
INTEREST EXPENSE
INTEREST INCOME		3			14
INVESTMENT INCOME - CORPORATE BONDS		325			4,035
INVESTMENT INCOME - MBS BONDS		52			608
INVESTMENT INCOME - US AGENCY		174			2,270
INVESTMENT INCOME - US TREASURY		0			1
INVESTMENT INCOME - FOREIGN ISSUE		52			777
BOND AMORTIZATION - CORPORATE BONDS		(90	)		(1,071	)
BOND AMORTIZATION - MBS BONDS		7			(4	)
BOND AMORTIZATION - US AGENCY		(24	)		(296	)
BOND AMORTIZATION - US TREASURY		(0	)		(0	)
BOND AMORTIZATION - FOREIGN ISSUE		(12	)		(278	)
INVESTMENT EXPENSE		(52	)		(347	)
GAIN/LOSS ON SALE OF INVESTMENT		(8	)		2,792
FAS 159 GAIN ON TRADING SECURITIES		283			455
NET INVESTMENT INCOME		710			8,956
INCOME (LOSS) BEFORE TAX PROVISION		489			7,394
CURRENT FEDERAL INCOME TAX (BENEFIT) EXPENSE
PROVISION FOR DOUBTFUL INCOME TAX RECEIVABLE
DEFERRED FEDERAL INCOME TAX (BENEFIT) EXPENSE		171			2,588
CHANGE IN VALUATION ALLOWANCE		(171	)		(2,588	)
FEDERAL INCOME TAX EXPENSE
NET INCOME (LOSS)		489			7,394