Tuesday, February 17, 2009

Walter Industries, Inc. Announces Fourth Quarter and Full Year 2008 Earnings, Highlighted by Record Income at Core Natural Resources and Energy Businesses

- Company Reports Fourth Quarter Net Income of $240.3 Million, or $4.37 per Diluted Share -

- Fourth Quarter Results Include Benefit of $3.36 per Diluted Share and Charges of $0.72 per Diluted Share in Unusual Items -

- Mine No. 4 and Mine No. 7 Post Record Full-Year Metallurgical Coal Production -

- Production Outlook from Current Coal Operations Remains Stable; Startup Timing of Previously Announced Expansion Projects Under Review -

TAMPA, Fla., Feb. 16 /PRNewswire-FirstCall/ -- Walter Industries, Inc. (NYSE: WLT), a leading producer and exporter of U.S. metallurgical coal for the global steel industry, today reported net income of $240.3 million, or $4.37 per diluted share, for the quarter ended Dec. 31, 2008, and net income for the full year 2008 of $346.6 million, or $6.35 per diluted share. This compares to $40.0 million, or $0.76 per share in the fourth quarter 2007 and $112.0 million, or $2.13 per diluted share, for the full year 2007.

"We reported outstanding operating results in the fourth quarter with revenues from our core natural resources businesses nearly doubling and operating income more than tripling compared to the fourth quarter last year," said Walter Industries Chairman Michael T. Tokarz. "The quality of our Blue Creek coal continues to provide stability in our core metallurgical coal business, despite difficult conditions in the global steel industry. Looking ahead, we are excited that we will see the culmination of our strategy to transform Walter Industries into a 'pure play' natural resources and energy company in 2009."

Fourth Quarter 2008 Financial Results

Net sales and revenues for the fourth quarter 2008 totaled $447.3 million, up 43.2 percent from the prior-year period. Income from continuing operations before income taxes for the fourth quarter 2008 totaled $132.0 million compared to $56.5 million in the fourth quarter 2007, an increase of 133.7 percent. Revenue and income from continuing operations before income taxes in the current period improved primarily due to the record metallurgical coal and coke pricing.

Results for the fourth quarter 2008 include charges of $0.72 per diluted share related to the following:

  • The decision to close Homebuilding resulted in a pre-tax charge of $7.4 million for impairment charges and severance benefits.

  • The closure of United Land's Kodiak mine resulted in a $21.3 million pre-tax impairment charge, which is included in the loss from discontinued operations.

  • A required valuation of the recently acquired Taft business resulted in a pre-tax charge of $32.4 million for impairment of mineral interests.

Results for the quarter also included the benefit of $3.36 per diluted share for the following:

  • The recognition of an income tax benefit of $167.0 million, or $3.04 per diluted share, which was also related to the decision to close the Homebuilding business.

  • A pre-tax credit of $26.9 million was recorded for a Black Lung Excise Tax refund claim.

Full-Year 2008 Financial Results

For the full year 2008, net sales and revenues were $1.5 billion, a 19.9 percent increase versus the prior year. The increase in revenues primarily reflects higher metallurgical coal and coke pricing versus the prior year and revenues from the additional surface mining operations acquired in late 2007 and in 2008.

Income from continuing operations before income taxes for the full year was $292.3 million, an increase of 59.5 percent. The increase in full-year operating results was driven by the higher metallurgical coal and coke pricing, partially offset by higher production costs at Jim Walter Resources and the effect of unusual items.

Fourth Quarter Operating Results

Jim Walter Resources

Metallurgical coal sales were 1.7 million tons in the fourth quarter at an average selling price of $167.19 per short ton FOB Port, versus $85.73 in the prior-year period. Sales were negatively impacted by dredging activities and weather conditions at the Port of Mobile, resulting in delayed shipments of approximately 0.2 million tons until early January 2009. Realized prices increased significantly versus the prior-year period, reflecting a mix of contracts with pricing at approximately $135 and $315 per metric ton FOB Port in the current-year period.

"Our premium Blue Creek Coal generated record pricing in the fourth quarter," said Jim Walter Resources Chief Executive Officer George R. Richmond. "For the full year 2008, our metallurgical coal mines produced record tonnage, with the No. 7 Mine producing more than a million tons in the fourth quarter as a result of the addition of the Southwest 'A' longwall."

Metallurgical coal production at Mine No. 4 totaled just over 0.7 million tons in the fourth quarter, contributing to a record 3.2 million tons for the full year. Mine No. 4's production cost per ton in the quarter was $51.59, in line with expectations and also in line with the third quarter 2008. Mine No. 4's full-year production costs averaged $45.52 per ton.

Mine No. 7 produced 1.1 million tons of coal in the fourth quarter 2008, representing a 31.4 percent increase over the prior-year period. Production costs at Mine No. 7 were $52.74 per ton, in line with expectations and significantly lower than the past several quarters, as the operation of the second longwall has substantially lowered cost per ton.

United Land

United Land sold 362,000 tons of steam and industrial coal during the fourth quarter and produced 348,000 tons, compared to sales of 183,000 tons and production of 180,000 tons in the prior-year period. Increases are attributable to the acquisition of Taft Coal Sales & Associates in the third quarter 2008.

Sloss

Sloss sold 97,927 tons of metallurgical coke at an average price of $391.28 per ton compared to 109,041 tons at $225.60 per ton in the prior-year period. Operating results improved significantly compared to the prior-year period, driven by the substantial increase in price, which was offset to some degree by higher raw material coal costs and a decrease in volume. Sales volumes declined month-to-month during the fourth quarter 2008, mirroring trends in the steel industry.

Natural Gas

The natural gas business sold 1.8 billion cubic feet of gas, even with the prior year, at an average price of $7.92 per thousand cubic feet in the fourth quarter 2008 compared to an average price of $7.78 per thousand cubic feet in the prior-year period.

Other Operations

The Financing business reported fourth quarter revenues of $48.7 million, compared to $56.8 million in the prior-year period. Revenues decreased primarily on lower payment income resulting from a lower portfolio balance. Financing reported operating income of $8.1 million in the fourth quarter 2008 compared to operating income of $14.7 million in the 2007 fourth quarter. Operating income declined primarily due to lower revenues and increased provision for loan losses, partially offset by lower interest expense on mortgage-backed/asset-backed notes. Delinquencies on the mortgage portfolio were 5.4 percent at Dec. 31, 2008, compared to 4.6 percent at Dec. 31, 2007.

The Homebuilding business reported an operating loss of $13.4 million in the fourth quarter 2008, primarily resulting from significantly lower revenues, as well as restructuring and impairment charges associated with the previously announced closure of that business.

The Company continues to make progress on the previously announced spin-off of its Financing business and merger with Hanover Capital Mortgage Holdings, which is expected to occur in the second quarter 2009.

Corporate and Other

As of Dec. 31, 2008, the Company had available liquidity of about $394 million, including cash of about $118 million and $276 million available under its credit facility. Total net debt outstanding at Dec. 31, 2008 was $107.7 million compared to $195.2 million at the end of the prior year.

The Company repurchased 1.38 million shares for $50.1 million during the fourth quarter 2008 and 1.63 million shares for $64.6 million for the full year 2008.

Business Outlook

Given the current limited visibility in the outlook for the global steel industry, the Company will communicate detailed operating expectations only for the first quarter 2009, as shown in the following schedule:


    Metallurgical Coal Sales                 Q4-2008 A         Q1-2009 E
    Tons Sold (short tons, in millions)         1.7            1.4 - 1.5
    Average Operating Margin Per Ton (1)     $77.04            $55 - $60

    Steam & Industrial Coal Sales            Q4-2008 A         Q1-2009 E
    Tons Sold (short tons)                  362,000        360,000 - 375,000
    Average Operating Margin Per Ton (2)      $5.84             $7 - $10

    Coke Sales                               Q4-2008 A         Q1-2009 E
    Tons Sold                                97,927         50,000 - 55,000
    Average Operating Margin Per Ton        $125.02            $27 - $29

    Quarter-to-quarter variability in timing, availability and pricing of
    shipments may result in significant shifts in income between quarters.

    (1) 2008 excludes $26.9 million related to the Black Lung Excise Tax
        refund claim
    (2) 2008 excludes a $32.4 million asset impairment charge at United
        Land's Taft subsidiary

First quarter 2009 metallurgical coal sales expectations are based on shipments to date and the shipping schedules agreed upon with the Company's customers for the rest of the quarter. These sales are reduced by 250,000 tons due to concerns about availability of coal at the Port of Mobile as a result of a two-week rail disruption. Anticipated metallurgical coal margins reflect the expected mix of pricing in the first quarter. This takes into consideration the deferral of some higher-priced tons into the second half of the year, as the Company works with customers to manage their coal requirements and cash flow, while maintaining contract pricing.

Metallurgical coal production is expected to range between 1.7 - 1.9 million tons in the first quarter, reflecting the continuation of production from Mine No. 7's Southwest "A" longwall through the completion of the panel. Given recently communicated volume requirements and corresponding shipping schedules from its customers, the Company expects continued stable production through the first half of 2009. However, given current market conditions, the Company plans to delay the start up of the Mine No. 7 East expansion until at least Sept. 1, 2009. The Company will continue to monitor the market closely to determine an appropriate start date for this project.

The metallurgical coal average operating margin per ton reflects estimated production costs of $50 - $55 per ton, along with freight costs of approximately $15 per ton and royalties of approximately 7 - 8 percent, all in line with previously communicated expectations.

The Company will defer start up of United Land's Flat Top and Reid School surface mining projects until a later date. For 2009, United Land has 90 percent of its expected steam and industrial coal production under contract.

Expected results at Sloss include a significant reduction in coke sales volumes, reflecting the slowdown in steel production. While foundry coke pricing is expected to remain relatively stable, furnace coke prices are projected to be significantly lower than 2008's realized prices.

During 2009, the Company expects to spend approximately $100 million for sustaining capital expenditures, including approximately $23 million for the completion of Mine No. 7 East.

Conference Call Webcast

Members of the Company's leadership team will discuss Walter Industries' fourth quarter and full-year 2008 results, its outlook for 2009 and other general business matters during a conference call and live Web cast to be held on Tuesday, Feb. 17, 2009, at 10 a.m. Eastern Standard Time. To listen to the event live or in archive, visit the Company Web site at www.walterind.com.

About Walter Industries

Walter Industries, Inc., based in Tampa, Fla., is a leading producer and exporter of metallurgical coal for the global steel industry and also produces steam coal, coal bed methane gas, furnace and foundry coke and other related products. The Company also operates a mortgage financing business. The Company has annual revenues of approximately $1.5 billion and employs approximately 2,400 people. For more information about Walter Industries, please visit the Company Web site at www.walterind.com.

Additional Information and Where to Find It

In connection with the proposed spin-off of the Financing business of Walter Industries, Inc. through its wholly-owned subsidiary, Walter Investment Management LLC, a wholly-owned subsidiary of Walter Industries, Inc. and the proposed merger of Walter Investment Management LLC with Hanover Capital Mortgage Holdings, Inc. and certain related transactions, Hanover Capital Mortgage Holdings, Inc. filed a registration statement on Form S-4 containing a preliminary proxy statement/prospectus with the SEC (Registration No. 333-155091), and Hanover Capital Mortgage Holdings, Inc. will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc. Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc., without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, at Hanover Capital Mortgage Holdings, Inc.'s Web site (http://www.hanovercapitalholdings.com).

Walter Industries and Hanover and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger and related transactions. Information regarding Walter Industries' directors and executive officers is available in Walter Industries' proxy statement for its 2008 annual meeting of stockholders and Walter Industries' 2007 Annual Report on Form 10-K, which were filed with the SEC on March 19, 2008, and March 7, 2008, respectively, and information regarding Hanover's directors and executive officers is available in Hanover's proxy statement for its 2008 annual meeting of stockholders and Hanover's 2007 Annual Report on Form 10-K, which were filed with the SEC on April 24, 2008, and April 2, 2008, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in Hanover's proxy statement/prospectus and other materials referred to in Hanover's proxy statement/prospectus.

Safe Harbor Statement

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including expressions such as "believe," "anticipate," "expect," "estimate," "intend," "may," "will," and similar expressions involve known and unknown risks, uncertainties, and other factors that may cause Walter Industries' or Hanover's actual results in future periods to differ materially from the expectations expressed or implied by such forward-looking statements. These factors include, among others, the following: the market demand for Walter Industries' and Hanover's products as well as changes in costs and the availability of raw material, labor, equipment and transportation; changes in weather and geologic conditions; changes in extraction costs, pricing and assumptions and projections concerning reserves in Walter Industries' mining operations; changes in customer orders; pricing actions by Walter Industries' and Hanover's competitors, customers, suppliers and contractors; changes in governmental policies and laws; further changes in the mortgage-backed capital markets; changes in general economic conditions; and the successful implementation and anticipated timing of any strategic actions and objectives that may be pursued, including the announced separation of the Financing business from Walter Industries. In particular, the separation of Walter Industries' Financing business is subject to a number of closing conditions which may be outside of Walter Industries' control. Forward- looking statements made by Walter Industries' in this release, or elsewhere, speak only as of the date on which the statements were made. Any forward-looking statements should be considered in context with the various disclosures made by Walter Industries and Hanover about our respective businesses, including the Risk Factors described in Walter Industries' 2007 Annual Report on Form 10-K, the Risk Factors described in Hanover's 2007 Annual Report on Form 10-K, and each of Walter Industries' and Hanover's other filings with the Securities and Exchange Commission. Neither Walter Industries nor Hanover undertakes any obligation to update its forward-looking statements as of any future date.

                WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                             ($ in Thousands)
                                 Unaudited

                                                   For the three months
                                                    ended December 31,
                                                    ------------------
                                                      2008        2007
                                                      ----        ----
    Net sales and revenues:
        Net sales                                   $379,786    $254,228
        Interest income on notes                      44,119      52,715
        Miscellaneous (1)                             23,413       5,385
                                                      ------       -----
                                                     447,318     312,328
                                                     -------     -------

    Costs and expenses:
        Cost of sales (exclusive of
         depreciation) (1)                           180,669     169,569
        Depreciation                                  19,032      12,518
        Selling, general and administrative           32,869      34,686
        Provision for losses on instalment notes       8,381       5,133
        Postretirement benefits                        6,711       6,852
        Interest expense - mortgage-backed/asset-
         backed notes                                 23,682      29,590
        Interest expense - other debt (2)              3,849      (3,090)
        Amortization of intangibles                      271         557
        Restructuring and impairment
         charges (3), (4)                             39,808           -
                                                      ------      ------
                                                     315,272     255,815
                                                     -------     -------


    Income from continuing operations before
     income taxes                                    132,046      56,513
    Income tax expense (benefit) (4)                (125,217)     13,766
                                                    --------      ------
    Income from continuing operations                257,263      42,747
    Discontinued operations (5)                      (16,958)     (2,787)
                                                     -------      ------
    Net income                                      $240,305     $39,960
                                                    ========     =======

    Basic income (loss) per share:
    Income from continuing operations                  $4.72       $0.82
    Discontinued operations                            (0.31)      (0.05)
                                                       -----      ------

    Basic net income per share                         $4.41       $0.77
                                                       =====       =====

    Weighted average number of shares
     outstanding                                  54,534,083  51,943,456
                                                  ==========  ==========

    Diluted income (loss) per share:
    Income from continuing operations                  $4.68       $0.81
    Discontinued operations                            (0.31)      (0.05)
                                                       -----      ------

    Diluted net income per share                       $4.37       $0.76
                                                       =====       =====

    Weighted average number of diluted shares
     outstanding                                  54,944,493  52,564,599
                                                  ==========  ==========


    (1) During the quarter ended December 31, 2008, miscellaneous income
        includes $17.1 million of interest income, while cost of sales has
        been reduced by $9.8 million, both relating to a Black Lung Excise
        Tax refund claim.

    (2) During the quarter ended December 31, 2007, the Company capitalized
        interest in the amount of $10.9 million primarily related to Natural
        Resources' capital expansion projects. Of this amount, $8.9 million
        represents capitalized interest applicable to prior periods.


    (3) Restructuring and impairment charges for the quarter ended December
        31, 2008 includes $32.4 million to write down the value of Taft's
        coal mineral interest to estimated fair value as a result of a
        significant decline in forecasted future coal pricing as compared
        to similar forecasts as of the September 2, 2008 acquisition date.

    (4) In the fourth quarter ended December 31, 2008, the decision to close
        Homebuilding resulted in a charge of $7.4 million for severance
        benefits and asset impairments and the recognition of an income tax
        benefit of $167.0 million related to the deemed liquidation of this
        business for tax purposes.

    (5) In December 2008, the Company announced the closure of Kodiak Mining
        Co. ("Kodiak").  As a result, the operating results of Kodiak have
        been presented as discontinued operations for all periods. Included
        in discontinued operations for the quarter ended December 31, 2008
        is a pre-tax charge of $21.3 million primarily relating to the
        impairment of mining equipment and facilities.



                  WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                        RESULTS BY OPERATING SEGMENT
                              ($ in Thousands)
                                  Unaudited

                                                          For the three
                                                              months
                                                       ended December 31,
                                                       ------------------
                                                           2008      2007
                                                           ----      ----

      NET SALES AND REVENUES:
      Natural Resources (1)                            $343,387  $164,437
      Sloss                                              48,356    34,524
                                                         ------    ------
        Natural Resources and Sloss                     391,743   198,961

      Financing                                          48,689    56,839
      Homebuilding                                       16,184    57,580
                                                         ------    ------
        Financing and Homebuilding Group                 64,873   114,419

      Other                                                 805       802
      Consolidating eliminations of intersegment
       activity                                         (10,103)   (1,854)
                                                        -------    ------
                                                       $447,318  $312,328
                                                       ========  ========

      SEGMENT OPERATING INCOME (LOSS):
      Natural Resources (1)                            $136,689   $40,350
      Sloss                                              12,243     4,376
                                                         ------     -----
        Natural Resources and Sloss                     148,932    44,726

      Financing                                           8,149    14,726
      Homebuilding (2)                                  (13,354)   (2,038)
                                                        -------    ------
        Financing and Homebuilding Group                 (5,205)   12,688

      Other                                              (7,338)   (1,359)
      Consolidating eliminations of intersegment
       activity                                            (494)   (2,632)
                                                           ----    ------

        Segment operating income                        135,895    53,423
      Other debt interest expense (3)                    (3,849)    3,090
                                                         ------     -----
      Income from continuing operations before
       income taxes                                    $132,046   $56,513
                                                       ========   =======

    (1) Results for 2007 have been revised to exclude Kodiak, which is
        reported as discontinued operations.

    (2) In the fourth quarter ended December 31, 2008, the decision to close
        Homebuilding resulted in a charge of $7.4 million for severance
        benefits and asset impairments.  Results will be reflected as
        discontinued operations when contractual commitments to complete
        the construction of homes have been fulfilled, which is expected to
        be substantially complete by June 30, 2009.

    (3) During the quarter ended December 31, 2007, the Company capitalized
        interest in the amount of $10.9 million primarily related to Natural
        Resources' capital expansion projects. Of this amount, $8.9 million
        represents capitalized interest applicable to prior periods.



                    WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                ($ in Thousands)
                                    Unaudited

                                                       For the year ended
                                                          December 31,
                                                          ------------
                                                         2008        2007
                                                         ----        ----
      Net sales and revenues:
        Net sales                                    $1,263,834  $1,000,411
        Interest income on instalment notes             187,094     202,654
        Miscellaneous                                    36,142      36,756
                                                         ------      ------
                                                      1,487,070   1,239,821
                                                      ---------   ---------

      Cost and expenses:
        Cost of sales (exclusive of depreciation)       729,833     686,326
        Depreciation                                     59,772      45,559
        Selling, general and administrative             142,912     144,186
        Provision for losses on instalment notes         21,315      13,889
        Postretirement benefits                          26,494      26,734
        Interest expense - mortgage-backed/asset-
         backed notes                                   102,115     119,102
        Interest rate hedge ineffectiveness (1)          16,981           -
        Interest expense - other debt                    26,223      18,830
        Amortization of intangibles                       1,278       1,932
        Provision for estimated hurricane insurance
         losses (2)                                       3,853           -
        Restructuring and impairment charges (3)         63,958           -
                                                         ------      ------
                                                      1,194,734   1,056,558
                                                      ---------   ---------

      Income from continuing operations before
       income taxes                                     292,336     183,263
      Income tax expense (benefit) (4)                  (75,798)     58,261
                                                        -------      ------
      Income from continuing operations                 368,134     125,002
      Discontinued operations (5)                       (21,554)    (13,003)
                                                        -------     -------
      Net income                                       $346,580    $111,999
                                                       ========    ========


      Basic income (loss) per share:
      Income from continuing operations                   $6.84       $2.40
      Discontinued operations                             (0.40)      (0.25)
                                                          -----       -----

      Net income                                          $6.44       $2.15
                                                          =====       =====

      Weighted average number of shares
       outstanding                                   53,791,058  52,015,569
                                                     ==========  ==========


      Diluted income (loss) per share:
      Income from continuing operations                   $6.74       $2.38
      Discontinued operations                             (0.39)      (0.25)
                                                          -----       -----

      Net income                                          $6.35       $2.13
                                                          =====       =====

      Weighted average number of diluted shares
       outstanding                                   54,584,672  52,489,977
                                                     ==========  ==========

    (1) During the quarter ended March 31, 2008, the Company recognized a
        loss of $17.0 million for the ineffectiveness of interest rate
        hedges held by Financing that were intended to hedge an April 2008
        securitization of instalment notes receivable.  Unfavorable market
        conditions precluded an April 2008 securitization and management
        could not predict when such a securitization might occur.
        These hedges were settled on April 1, 2008 and no similar hedges
        remain outstanding at December 31, 2008.

    (2) During the quarter ended September 30, 2008, Financing recorded a
        provision totaling $3.9 million for estimated insurance losses
        related to Hurricanes Gustav and Ike.

    (3) Restructuring and impairment charges were as follows in 2008:
          Taft write down of mineral interest
           to estimated fair value                     $32,387
          Homebuilding closure-related asset
           impairments and severance obligations        20,676
          Financing goodwill write-off                  10,895
                                                        ------
                                                       $63,958
                                                       =======

    (4) The results for the year ended December 31, 2008 include a
        tax benefit of $167.0 million resulting from the deemed
        liquidation, for tax purposes, of the Homebuilding group.

    (5) In December 2008, the Company announced the closure of Kodiak
        Mining Co. ("Kodiak").  As a result, the operating results of
        Kodiak have been presented as discontinued operations for all
        periods.  In addition, a pre-tax charge of $21.3 million is
        included in discontinued operations for the quarter ended
        December 31, 2008 primarily relating to the impairment of
        mining equipment and facilities. Discontinued operations in
        2007 also includes the results of Crestline Homes, Inc.,
        which was sold in May 2007.



                    WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                          RESULTS BY OPERATING SEGMENT
                                ($ in Thousands)
                                    Unaudited

                                                       For the year ended
                                                          December 31,
                                                          ------------
                                                         2008        2007
                                                         ----        ----

      NET SALES AND REVENUES:
      Natural Resources (1)                            $988,385    $638,861
      Sloss                                             206,230     134,918
                                                        -------     -------
        Natural Resources and Sloss                   1,194,615     773,779

      Financing                                         202,702     219,736
      Homebuilding                                      118,541     245,948
                                                        -------     -------
        Financing and Homebuilding Group                321,243     465,684

      Other                                               3,968       6,366
      Consolidating eliminations of intersegment
       activity                                         (32,756)     (6,008)
                                                        -------      ------
                                                     $1,487,070  $1,239,821
                                                     ==========  ==========

      SEGMENT OPERATING INCOME (LOSS):
      Natural Resources (1)                            $321,781    $165,802
      Sloss                                              60,672      11,861
                                                         ------      ------
        Natural Resources and Sloss                     382,453     177,663

      Financing (2)                                      10,986      49,589
      Homebuilding (3)                                  (43,925)     (5,265)
                                                        -------      ------
        Financing and Homebuilding Group                (32,939)     44,324

      Other                                             (29,803)    (17,262)
      Consolidating eliminations of intersegment
       activity                                          (1,152)     (2,632)
                                                         ------      ------

        Segment operating income                        318,559     202,093
      Other debt interest expense                       (26,223)    (18,830)
                                                        -------     -------
      Income from continuing operations before
       income tax expense                              $292,336    $183,263
                                                       ========    ========

    (1) Results for 2007 have been revised to exclude Kodiak, which is
        reported as discontinued operations.

    (2) In 2008, Financing recorded a loss of $17.0 million for the
        ineffectiveness of interest rate hedges that were intended to
        hedge an April 2008 securitization of instalment notes receivable.
        Results for 2008 also include a $10.9 million impairment of
        goodwill and a $3.9 million provision for estimated hurricane
        insurance losses related to Hurricanes Gustav and Ike.

    (3) During 2008, Homebuilding recorded charges totaling $20.7 million
        related to asset impairment and severance obligations arising from
        restructuring actions, including the previously announced closure
        of the business.  Results will be reflected as discontinued
        operations when contractual commitments to complete the
        construction of homes have been fulfilled, which is
        expected to be substantially complete by June 30, 2009.




                     WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                             SUPPLEMENTAL INFORMATION
                                     Unaudited

                                              For the three      For the year
                                               months ended         ended
                                              December 31,       December 31,
                                              --------------     ------------
                                               2008    2007      2008    2007
                                               ----    ----      ----    ----
    Operating Data:
      Jim Walter Resources
        Tons sold by type (in thousands):
          Metallurgical coal, contracts        1,583   1,598     5,844   5,895
          Purchased metallurgical coal           126       -       490      96
                                               -----   -----     -----   -----
                                               1,709   1,598     6,334   5,991
                                               =====   =====     =====   =====

        Average sale price per short ton:
          Metallurgical coal, contracts      $167.19  $85.73   $130.95  $92.21

        Coal cost of sales (exclusive of
         depreciation):
          Mine No. 4 per ton                  $69.08  $47.13    $61.60  $50.94
          Mine No. 7 per ton                  $65.00  $60.74    $77.82  $64.54
              Mines No. 4 and No. 7 per ton
               average                        $66.71  $54.34    $68.81  $57.23
          Mine No. 5 per ton   (1)                $-      $-        $-  $52.63
              Total average                   $66.71  $54.34    $68.81  $57.22
          Purchased coal costs (in thousands) $7,740      $-   $28,150  $8,328
          Other costs (in thousands) (2)      $5,971   $(491)  $16,650  $9,705

        Tons of coal produced (in thousands)
          Mine No. 4                             715     797     3,188   3,074
          Mine No. 7                           1,079     821     2,852   2,692
                                               -----     ---     -----   -----
              Total                            1,794   1,618     6,040   5,766
                                               =====   =====     =====   =====

        Coal production costs per ton: (3)
          Mine No. 4                          $51.59  $38.81    $45.52  $38.64
          Mine No. 7                          $52.74  $46.73    $67.48  $53.72
             Total average                    $52.28  $42.83    $55.89  $45.68

        Natural gas sales, in mmcf (in
         thousands)                            1,781   1,800     6,625   7,204
        Natural gas average sale price
         per mmcf                              $7.92   $7.78     $8.39   $7.81
        Natural gas cost of sales per mmcf     $2.93   $2.75     $3.32   $2.80

      United Land (4)
        Tons sold (in thousands)                 362     183     1,069     247
        Tons of coal produced (in thousands)     348     180     1,049     247


    (1) Mine No. 5 ceased production in December 2006 as planned.  Sales and
        cost of sales amounts in 2007 resulted from the sale of residual
        inventory on hand at December 31, 2006.

    (2) Consists of charges (credits) not directly allocable to a specific
        mine.  Increase in other costs as compared to 2007 includes
        increased idle mine costs, unfavorable reclamation costs, higher
        freight and increased royalties.

    (3) Coal production costs per ton are a component of inventoriable costs,
        including depreciation.  Other costs not included in coal
        production costs per ton include Company-paid outbound freight,
        postretirement benefits, asset retirement obligation expenses,
        royalties, and Black Lung excise taxes.

    (4) United Land includes Tuscaloosa Resources, Inc., which was acquired
        on August 31, 2007, and Taft Coal Sales and Associates, Inc.,
        which was acquired on September 2, 2008.  It excludes Kodiak Mining
         Co., which is reported as discontinued operations.



                   WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                           SUPPLEMENTAL INFORMATION
                                   Unaudited

                                       For the three         For the
                                       months ended          year ended
                                       December 31,         December 31,
                                      ---------------      ------------
                                        2008     2007      2008      2007
                                        ----     ----      ----      ----
    Operating Data (continued):

      Sloss Industries
        Metallurigical coke
         tons sold                    97,927  109,041   409,457   430,887
        Metallurigical coke average
         sale price per ton          $391.28  $225.60   $393.66   $223.08

      Financing
        Delinquencies, as of
         period end                      5.4%     4.6%      5.4%      4.6%
        Prepayment speeds                3.2%     6.9%      4.7%      8.0%
        Number of repossessions          323      388     1,170     1,193
        Repossession rate,
         annualized                      3.4%     3.9%      3.0%      2.9%
        Recovery rate on
         repossessions                  78.2%    81.5%     83.2%     84.7%

      Homebuilding
       (excluding Crestline)
        New sales contracts              187      499     1,149     2,487
        Cancellations                    160      101       561       421
        Unit completions                 146      598     1,252     2,494
        Average contractual
         sales price                $120,274  $99,522  $101,538   $98,683
        Average revenue per
         home sold  (1)              $99,736  $95,657   $89,747   $97,773
        Ending backlog of homes          421    1,085       421     1,085

       Depreciation ($ in
        thousands):
         Natural Resources           $17,372   $9,808   $51,476   $34,377
         Sloss                         1,119      998     4,152     3,822
         Financing                        85      308       416     1,174
         Homebuilding                    238    1,355     2,814     5,151
         Other                           218       49       914     1,035
                                         ---       --       ---     -----
                                     $19,032  $12,518   $59,772   $45,559
                                     =======  =======   =======   =======

      Capital expenditures ($ in
       thousands):(2)
         Natural Resources           $33,842  $40,782  $134,415  $140,210
         Sloss                         1,333    2,729     6,904     7,019
         Financing                        12       80       217       156
         Homebuilding                    240    1,561     1,650     4,200
         Other                            96      274       308       327
                                          --      ---       ---       ---
                                     $35,523  $45,426  $143,494  $151,912
                                     =======  =======  ========  ========


     (1) Includes the effect of the discount required to record instalment
         notes receivable at estimated market value.

     (2) Includes the acquisition of property, plant and equipment under
         capital lease and other obligations totaling $16.4 million and
         $41.7 million during the quarter and year ended
         December 31, 2008, respectively.



                     WALTER INDUSTRIES, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                 ($ in Thousands)
                                     Unaudited

                                                           As of December 31,
                                                             2008       2007
                                                             ----       ----
      ASSETS
      Cash and cash equivalents                            $117,672    $30,614
      Short-term investments, restricted                     56,275     75,198
      Instalment notes receivable, net of
       allowance of $18,969
       and $13,992, respectively                          1,769,688  1,837,059
      Receivables, net                                      176,601     81,011
      Inventories                                           133,129     97,324
      Prepaid expenses                                       26,418     36,005
      Property, plant and equipment, net                    515,418    414,463
      Other assets                                          266,125    159,064
      Goodwill                                                    -     10,895
      Assets of discontinued operations                       6,667     25,648
                                                              -----     ------
                                                         $3,067,993 $2,767,281
                                                         ========== ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY
      Accounts payable                                      $72,801    $71,930
      Accrued expenses                                       91,213     83,050
      Accrued interest on debt                               11,362     13,940
      Debt:
        Mortgage-backed/asset-backed notes                1,372,821  1,706,218
        Other debt                                          225,385    225,860
      Accumulated postretirement benefits obligation        369,055    335,034
      Other liabilities                                     293,759    216,007
      Liabilities of discontinued operations                  1,328        529
                                                              -----        ---
      Total liabilities                                   2,437,724  2,652,568

      Stockholders' equity                                  630,269    114,713
                                                            -------    -------
                                                         $3,067,993 $2,767,281
                                                         ========== ==========




                     WALTER INDUSTRIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             AND COMPREHENSIVE INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 2008
                                 ($ in Thousands)
                                     Unaudited

                                                                   Capital in
                                                          Common    Excess of
                                                Total      Stock    Par Value
                                                -----      -----    ---------

      Balance at December 31, 2007             $114,713     $520     $497,032
      Comprehensive income:
      Net income                                346,580
      Other comprehensive income
       (loss), net of tax:
        Change in pension and
         postretirement benefit plans           (50,961)
        Change in unrealized gain
         (loss) on hedges, net of
         taxes                                    6,710
      Comprehensive income
      Effects of changing the
       pension plan measurement date
       pursuant to FASB 158:
         Service cost, interest cost, and
          expected return on plan assets
          for October 1 -
          December 31, 2007, net of taxes        (4,604)
         Amortization of actuarial gain
          and prior service cost for
          October 1 -
          December 31, 2007, net of taxes           668
      Purchases of stock
       under stock
       repurchase programs                      (64,644)     (16)     (64,628)
      Proceeds from public
       stock offering (1)                       280,464       32      280,432
      Stock issued upon the
       exercise of stock
       options                                    7,993        4        7,989
      Stock issued upon
       conversion of
       convertible notes                            785        1          784
      Dividends paid, $0.30
       per share                                (16,233)              (16,233)
      Stock-based
       compensation                              10,439                10,439
      Other                                      (1,641)               (1,641)
                                                 ------     ----       ------
      Balance at December 31, 2008             $630,269     $541     $714,174
                                               ========     ====     ========


                                                                 Accumulated
                                                      Retained      Other
                                       Comprehensive  Earnings  Comprehensive
                                          Income     (Deficit)  Income (Loss)
                                          ------     ---------  -------------
      Balance at December 31, 2007                   $(290,986)     $(91,853)

      Comprehensive income:
      Net income                         $346,580      346,580
      Other comprehensive income
       (loss), net of tax:
        Change in pension and
         postretirement benefit plans     (50,961)                   (50,961)
         Change in unrealized
          gain (loss) on hedges,
          net of taxes                      6,710                      6,710
                                            -----
      Comprehensive income               $302,329
                                         ========

      Effects of changing the
       pension plan measurement
       date pursuant to FASB 158:
         Service cost, interest cost,
          and expected return on plan
          assets for October 1 -
          December 31, 2007, net
          of taxes                                      (4,604)
         Amortization of actuarial gain
          and prior service cost for
          October 1 - December 31, 2007,
          net of taxes                                                   668
      Purchases of stock under
       stock repurchase programs
      Proceeds from public stock
       offering (1)
      Stock issued upon the
       exercise of stock options
      Stock issued upon conversion
       of convertible notes
      Dividends paid, $0.30 per share
      Stock-based compensation
      Other
                                                       -------      ---------
      Balance at December 31, 2008                     $50,990     $(135,436)
                                                       =======      =========


     (1) In June, the Company completed an offering of 3.2 million shares of
         its common stock at $90.75 per share and received $280.5 million in
         proceeds net of underwriting discounts and offering expenses.



            WALTER INDUSTRIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                       ($ in Thousands)
                          Unaudited

                                                       For the year ended
                                                           December 31,
                                                       ------------------
                                                        2008        2007
                                                        ----        ----

    OPERATING ACTIVITIES
    Net income                                        $346,580    $111,999
      Loss from discontinued operations                 21,554      13,003
                                                        ------      ------
      Income from continuing operations                368,134     125,002

    Adjustments to reconcile income from continuing
     operations to net cash flows provided
     by operating activities net of
     effects of business acquisitions:
      Provision for losses on instalment notes
       receivable                                       21,315      13,889
      Depreciation                                      59,772      45,559
      Provision for (benefit from) deferred income
       taxes                                           (92,520)     (7,066)
      Non cash restructuring and impairment charges     61,459           -
      Other                                             12,276      27,241

      Decrease (increase) in assets:
        Receivables                                    (96,506)      9,282
        Inventories                                    (34,340)      4,825
        Prepaid expenses                                23,878       8,021
        Instalment notes receivable, net                31,415     (65,432)
      Increase (decrease) in liabilities:
        Accounts payable                                  (816)      2,439
        Accrued expenses                                 2,833     (12,832)
        Accrued interest                                (2,578)     (3,113)
                                                        ------      ------
        Cash flows provided by operating activities    354,322     147,815
                                                       -------     -------

    INVESTING ACTIVITIES
      Acquisitions, net of cash acquired (1)           (17,932)    (11,650)
      Purchases of loans                                     -     (39,900)
      Principal payments received on purchased loans    14,641      34,081
      Decrease in short-term investments, restricted    18,923      14,584
      Additions to property, plant and equipment (2)  (101,813)   (151,913)
      Other                                              8,099       5,975
                                                         -----       -----
        Cash flows used in investing activities        (78,082)   (148,823)
                                                       -------    --------

    FINANCING ACTIVITIES (2)
      Issuances of mortgage-backed/asset-backed notes   25,000     189,200
      Payments of mortgage-backed/asset-backed notes  (358,458)   (219,793)
      Proceeds from issuances of other debt            340,000           -
      Retirements of other debt                       (398,709)    (44,679)
      Proceeds from stock offering                     280,464           -
      Purchases of stock under stock repurchase
       program                                         (64,644)     (5,627)
      Other                                            (11,061)     (3,202)
                                                       -------      ------
        Cash flows used in financing activities       (187,408)    (84,101)
                                                      --------     -------
        Cash flows provided by (used in)
        continuing operations                           88,832     (85,109)
                                                        ------     -------

    CASH FLOWS FROM DISCONTINUED OPERATIONS
      Cash flows provided by (used in)
      operating activities                               2,695      (7,169)
      Cash flows used in investing activities           (4,469)     (4,478)
                                                        ------     -------
        Cash flows used in discontinued operations      (1,774)    (11,647)
                                                        ------     -------

    Net increase (decrease) in cash and cash
     equivalents                                       $87,058    $(96,756)
                                                       -------    --------

    Cash and cash equivalents at beginning of year     $30,614    $127,369
    Add: Cash and cash equivalents of
    discontinued operations at beginning of year             -           1
    Net increase (decrease) in cash and cash
     equivalents                                        87,058     (96,756)
                                                       -------    --------
    Cash and cash equivalents at end of year          $117,672     $30,614
                                                      ========     =======

    (1) On September 2, 2008, the Company acquired Taft Coal Sales &
        Associates, Inc. for a cash payment of $17.1 million, net of
        $3.0 million of cash acquired. The fair value of assets acquired
        and liabilities assumed totaled $71.7 million and $51.6 million,
        respectively.  On August 31, 2007, the Company acquired Tuscaloosa
        Resources, Inc. for a cash payment of $11.7 million, net of
        $0.4 million of cash acquired.  The fair value of the assets acquired
        and liabilities assumed totaled $26.3 million and $14.2 million,
        respectively.

    (2) Non-cash investing and financing activities include the acquisition of
        property, plant and equipment under capital lease and other
        obligations totaling $41.7 million in 2008 and one-year property
        insurance financing totaling $13.9 million and $12.5 million in 2008
        and 2007, respectively.