Subsequent Events (Tables) (Pro Forma)

12 Months Ended

Dec. 31, 2014

Pro Forma

Schedule of Consolidated Pro Forma Balance Sheets

The following table reflects pro-forma adjustments recorded on the Company’s December 31, 2014 Balance Sheet to reflect the impact of the Offering and related activities as if it had occurred on December 31, 2014.   This pro-forma financial presentation is based on the best estimates currently available of expenses, some of which are contingent upon future events:

WMI HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED PRO_FORMA BALANCE SHEETS

(in thousands, except share data)

	December 31, 2014			Preferred Series B Adjustments				Pro-Forma December 31, 2014
ASSETS
Investments held in trust, at fair value:
Fixed-maturity securities	$	52,578		$	—			$	52,578
Cash equivalents held in trust		11,122			—				11,122
Total investments held in trust		63,700			—				63,700
Cash and cash equivalents		78,009			—				78,009
Fixed-maturity securities, at fair value		8,063			—				8,063
Restricted cash		2,447			598,500		(a)		600,947
Accrued investment income		476			—				476
Deferred offering costs		2,568			(2,568	)	(b)		—
Other assets		876			—				876
Total assets	$	156,139		$	595,932			$	752,071
LIABILITIES, MEZZAINE and SHAREHOLDERS’ EQUITY
Liabilities:
Notes payable - principal	$	31,220		$	—			$	31,220
Notes payable - interest		338			—				338
Losses and loss adjustment reserves		18,947			—				18,947
Losses payable		696			—				696
Unearned premiums		1,094			—				1,094
Accrued ceding commissions		44			—				44
Loss contract fair market value reserve		12,549			—				12,549
Derivative liability - embedded conversion feature		—			66,227		(c)		66,227
Other liabilities		3,021			28,250		(d)		31,271
Total liabilities		67,909			94,477				162,386
Commitments and contingencies
Redeemable and convertible Series B preferred stock, 600,000 shares issued and outstanding		—			501,455		(e)		501,455
Shareholders’ equity:
Convertible Series A preferred stock, $0.00001 par value; 5,000,000 authorized; 1,000,000 and zero    shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		—			—				—
Convertible Series B preferred stock, $0.00001 par value; 5,000,000 authorized; 600,000 and zero    shares issued and outstanding as of January 5, 2015 and December 31, 2013, respectively		—			—				—
Common stock, $0.00001 par value; 500,000,000 authorized; 202,343,245 and 201,842,351    shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		2			—				2
Additional paid-in capital		106,628			—				106,628
Accumulated (deficit)		(18,400	)		—				(18,400	)
Total shareholders’ equity		88,230			—				88,230
Total liabilities mezzanine and shareholders’ equity	$	156,139		$	595,932			$	752,071

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

(a) This adjustment is necessary to give effect to the cash deposited into the Escrow account representing the proceeds of the Offering less offering fees payable on the Issue Date but before payment of other offering fees and expenses, some of which are dependent on future events.

(b) This adjustments is necessary to properly net the deferred offering costs recorded at December 31, 2014 as a reduction of the net mezzanine liability as of the Issue Date.

(c) This adjustment reflects the valuation of the embedded derivative created by the variable conversion feature of the Series B Offering.

(d) This adjustment reflects the current estimate of additional offering fees and expenses, some of which are dependent on future events.

(e) This adjustment reflects the net Series B preferred shares after deducting paid and contingent offering expenses and the value of the embedded derivative described above.