10-Q/A 1 ocn_1qa12.htm FORM 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)

x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended March 31, 2012
| or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from: _____________________to _____________________

Commission File Number: 1-13219

Ocwen Financial Corporation
(Exact name of registrant as specified in its charter)

Florida |  | 65-0039856
(State or other jurisdiction |  | (I.R.S. Employer
of incorporation or organization) |  | Identification No.)

2002 Summit Boulevard, 6 th Floor, Atlanta, Georgia 30319
(Address of principal executive offices) (Zip Code)
(561) 682-8000
(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.
Yes x No o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
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 x | Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
Number of shares of Common Stock, $0.01 par value, outstanding as of May 1, 2012: 134,847,475 shares.

EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A to Ocwen Financial Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed with the Securities and Exchange Commission on May 4, 2012 (“the Form 10-Q”), is solely to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files within the 30-day grace period provided by Rule 405 (a)(2) of Regulation S-T applicable for the first quarterly period in which detailed footnote tagging is required.
Included as Exhibit 101 to this report is the following information formatted in XBRL: (i) the consolidated balance sheets at March 31, 2012 and December 31, 2011, (ii) the consolidated statements of operations for the three months ended March 31, 2012 and 2011, (iii) the consolidated statements of comprehensive income (loss) for the three months ended March 31, 2012 and 2011, (iv) the consolidated statements of changes in equity for the three months ended March 31, 2012 and 2011, (v) the consolidated statements of cash flows for the three months ended March 31, 2012 and 2011, and (vi) the notes to the interim consolidated financial statements (tagged as blocks of text and in detail).
No other changes have been made to the Form 10-Q, and this Form 10-Q/A does not does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update any other disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. | EXHIBITS

(3) | Exhibits.
| 2.1 | Amended and Restated Purchase Agreement, dated March 18, 2012, among Ocwen Financial Corporation (solely for purposes of Section 6.11, Section 6.12, Section 7.4, Section 7.8, Section 7.14, Section 10.2(b), Article 11 and Article 12), Ocwen Loan Servicing, LLC, Morgan Stanley (solely for purposes of Article 5, Section 7.4, Article 11 and Article 12), SCI Services, Inc., Saxon Mortgage Services, Inc., and Morgan Stanley Mortgage Capital Holdings, LLC (1)
| 10.1 | Master Servicing Rights Purchase Agreement, dated February 10, 2012, between Ocwen Loan Servicing, LLC and HLSS Holdings, LLC (1)
| 10.2 | Sale Supplement, dated February 10, 2012, between Ocwen Loan Servicing, LLC and HLSS Holdings, LLC (1)
| 10.3 | Master Subservicing Agreement, dated February 10, 2012, between Ocwen Loan Servicing, LLC and HLSS Holdings, LLC (1)
| 10.4 | Subservicing Supplement, dated February 10, 2012, between Ocwen Loan Servicing, LLC and HLSS Holdings, LLC (1)
| 10.5 | Professional Services Agreement, dated February 10, 2012, between Ocwen Financial Corporation, together with its subsidiaries and affiliates, and HLSS Management, LLC (1)
| 11.1 | Computation of earnings per share (1)
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
| 101.INS | XBRL Instance Document (2)
| 101.SCH | XBRL Taxonomy Extension Schema Document (2)
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (2)
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (2)
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (2)
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (2)

(1) | Filed with Ocwen Financial Corporation’s Quarterly Report on Form 10-Q filed on May 4, 2012 for the period ended March 31, 2012.
(2) | Furnished herewith.

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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| OCWEN FINANCIAL CORPORATION |
Date: June 1, 2012 | By: /s/ John V. Britti |
| John V. Britti, |
| Executive Vice President and Chief Financial Officer |
| (On behalf of the Registrant and as its principal financial officer) |

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