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Executives

Mark Tubb - Vice President - Investor Relations and Strategic Planning

Victor P. Patrick - Vice Chairman, Chief Financial Officer, General Counsel

Mark J. O’Brien - Chairman and Chief Executive Officer of JW Holdings, LLC, Director

George R. Richmond - Chief Executive Officer of Jim Walter Resources, Director

Analysts

James Rollyson - Raymond James

Wayne Cooperman - Cobalt Capital

Michael Gaugler - Brean Murray, Carret & Co.

[Charles Morris - MBA Capital]

[Ryan Watson - Fortress Investments]

[Brian Schorr] - Avondale Partners

Walter Industries, Inc. (WLT) Business Update Call October 1, 2008 9:00 AM ET

Operator

(Operator Instructions) I would now like to introduce your speaker Mark Tubb.

Mark Tubb

Thank you for joining us for the Walter Industries conference call to discuss our press release yesterday regarding our plans to separate the financing business from Walter Industries, our new $50 million share repurchase program and recent operational developments at natural resources and financing.

Management may refer to forward-looking statements made in yesterday’s press release and may make these and other forward-looking statements on today’s call. For more information regarding risks associated with forward-looking statements please refer to the company’s SEC filings.

I’m joined today by Walter Industries’ Vice Chairman, CFO and General Counsel Vic Patrick, JWH Holding Company Chairman and CEO Mark O’Brien, and Jim Walter Resources CEO George Richmond. Once we’ve completed our prepared remarks we will open the call for questions from our dial-in participants. This call is being webcast live on the Internet and a recording of today’s call will be archived on our website for up to 30 days.

At this time I’ll turn the call over to Vic.

Victor P. Patrick

As you know, yesterday we outlined definitive plans to separate our financing business from Walter Industries. This is a watershed moment in the history of Walter Industries. Once this transaction is completed it will bring to a conclusion what has been a multi-year strategy to focus the company’s portfolio on the natural resources businesses which we believe have the most potential to deliver value today and into the future for our shareholders. In addition, when the financing business is separated you’ll see $1.8 billion in assets and the associated $1.4 billion in liabilities, which of course has always been non-recourse to the company leave our balance sheet.

So what will Walter Industries look like in 2009 following this transaction? Our company which entered the new millennium as a diversified conglomerate will be a pure-play natural resources and energy company. We produce some of the highest quality metallurgical coal in the world with a growing steam and industrial coal business as well as metallurgical coke and natural gas.

Moving back to the financing separation, the key steps of this transaction are: A tax redistribution of JWH Holding Company shares to Walter Industries shareholders, a taxable distribution of JWH Holding Company shares and cash to the shareholders, and a merger of the financing business into Hanover Capital Mortgage Holdings.

We have found an excellent partner for this deal in Hanover which is a publicly-traded real estate investment trust or REIT. They have strong mortgage reporting and surveillance systems and an excellent reputation in assisting government agencies in dealing with mortgage-related assets. Each of these strengths can help expand financing’s mortgage servicing capabilities as a stand-alone company but this transaction not only marks a momentous step in our strategy to transform Walter Industries into a pure-play natural resources company, but it also preserves the significant value in the mortgage portfolio for our shareholders.

One of the requirements for being a REIT is that the business cannot have undistributed earnings and profits. At the time of the spin-off JWH Holding Company will have some accumulated earnings and profits. The taxable distribution will eliminate this historical earnings and profits position through the taxable distribution. The distribution will be in the form of cash which can be used to pay taxes and stock of JWH Holding Company. The amounts of these distributions will be disclosed in future filings.

The new company which will be called Walter Investment Management Corporation will be led by Mark O’Brien who will serve as Chairman and CEO and Charles Cauthen who will serve as President and Chief Operating Officer. Mark O’Brien and Walter Industries Chairman Mike Tokarz will also serve on Walter Investment Management’s Board of Directors.

While a few closing conditions must be met before the transaction can be completed, such as receiving the private letter ruling from the IRS on certain tax issues, we have a relatively clear runway to close this transaction in early 2009.

The homebuilding business will be separated from JWH Holding Company prior to the merger and will not be part of this transaction. Although market conditions are not favorable, we continue to pursue the separation of this business and we expect to complete the process by year end.

In closing I want to congratulate Hanover on this transaction, thank our law firm Simpson Thacher, our investment banker Moelis & Company, and particularly [Joe Troy] who has led this project for us internally.

At this point I’ll turn the call over to Mark O’Brien.

Mark J. O’Brien

I want to reiterate how excited we are about the merger and what it means not only for Walter Industries but also for our new organization Walter Investment Management Corporation. As Vic mentioned, this is the biggest remaining hurdle for Walter Industries to become a pure-play natural resource business. It is also a move that launches a new publicly-traded finance company as a real estate investment trust.

Upon separation Walter Investment Management will be well positioned to deliver extraordinary value to our shareholders. Our seasoned and solid mortgage portfolio along with our time-tested servicing platform provides us with an outstanding growth vehicle. In addition, because of our strong cash flows and capital structure our survival is not subject to the day-to-day fluctuations in the capital markets, which as you can imagine is a real asset in this time of financial disruption. Ironically, this same mortgage market dislocation is likely to be a significant catalyst for growing this business in the future.

While it has taken a while to get all this together, we are confident that our diligence and discipline is delivering a capital structure and cash flows that will insulate us from the current credit squeeze, and it is our intention to distribute a significant portion of our cash flows to our shareholders.

I’ll now turn the call over to George to update you on some of the recent developments in natural resources.

George R. Richmond

As a result of shipping disruptions during and after Hurricanes Gustav and Ike as well as a slower-than-planned advance rate on our new Southwest A longwall panel, with our number seven mine we now expect to sell between 1.4 million and 1.5 million tons of metallurgical coal in the third quarter with an averaging operating margin per ton of $62 to $65 down from our prior expectations of 1.7 million to 1.8 million tons and $75 to $81 operating margin per ton.

Sales from four vessels slipped from the third to the fourth quarter. Two of these vessels were at the higher contract pricing which accounts for the majority of the margin reduction. Our revised expectations reflect the impact of shipping delays at the Port of Mobile resulting from recent hurricanes. Fortunately there was no damage to the port facility; however we experienced several days’ delay as rail cars and vessels were deboated away from Mobile.

Turning to production, the Southwest A longwall panel advance rate has been slow in its initial stages as a result of higher-than-expected levels of methane. This should improve as the panel progresses into areas which have been degasified more effectively. The panel is still expected to produce approximately 1 million tons of coal but approximately 350,000 tons of production will extend in the first quarter of 2009. Production on the Southwest A panel will still be completed before the longwall in the East expansion area begins production.

As we said in the release we expect a slower advance rate in the Southwest A panel will also impact the fourth quarter production. As such, our revised expectations for met coal in the fourth quarter have been reduced by 100,000 tons and we will reduce the operating margin range by $5 a ton.

To put the tonnage in perspective, virtually all the change is that it will take six months to mine the Southwest A panel versus the plan of four months. So we will mine 350,000 tons from the Southwest A panel in the first quarter that was not planned. Also, this slippage does not affect the start of the East expansion.

I will now turn the call back over to Vic.

Victor P. Patrick

In our press release yesterday, we also announced that we recently completed our previously authorized $25 million share repurchase program and that the Board has approved an increase to the company’s repurchase authority by $50 million. We’ve repurchased approximately 340,000 shares in September and will continue making purchase decisions based on liquidity, market conditions and availability of other investments including reserve expansion and acquisitions. The Board approved this action because of its confidence in the long-term prospects for our business.

As we consider Walter Industries going forward, we offer a significant value proposition that includes:

Organic and acquisition related expansion which will increase our annual production capacity to 9 million tons of metallurgical coal and approximately 2 million tons of steam and industrial coal starting next year; our expectation is that strong metallurgical coal demand will continue to outstrip available supplies particularly for higher quality coal such as ours continuing transportation advantages into our key business areas of South America and Europe; the highest percentage of revenues and income from metallurgical coal among US producers; a growing steam and industrial coal business; expectations for strong results from our metallurgical coke and natural gas businesses.

As you can see, we are delivering on our commitment to transform Walter Industries into a pure-play natural resources business, a task we expect to complete in early 2009. As George and Mark mentioned, we face some challenges during the third quarter but they don’t change the underlying fundamental strength of our business. Finally, we are also investing in the future by investing in our business through organic expansion acquisitions and the expanded share repurchase program.

We look forward to talking to you again at the end of October when we release our earnings for the third quarter. And now that we’ve completed these prepared remarks, we’ll open the call for your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from James Rollyson - Raymond James.

James Rollyson - Raymond James

George, just going back to where you were talking about I think what you’re saying is you’re making up the tons in the first quarter. Does that imply that your volumes for next year will probably be a little bit higher than you originally guided?

George R. Richmond

The Southwest A panel has close to a million tons in it. We’re not going to get it all this year so the tonnage will be higher than we originally planned in the first quarter. However we’re at that time of year when we’re going through the full business plan and studying it and we’ll be coming out with our expectations. But clearly the first quarter will be stronger than we’d planned.

James Rollyson - Raymond James

Could you just characterize how you’re feeling about, I know you guys don’t like to get specific and that’s fine, but maybe characterize how you’re feeling about the strength in the met market today versus what you were thinking a month or two ago given the change in apparently the opinion of Wall Street then?

George R. Richmond

There’s obviously been some weakening in steel demand in certain areas; I think the US and we’ve seen some in Eastern Europe. However some other markets particularly Japan and South America continue to go strong. I think it probably is a little early to start talking about next year’s price. However I will say this. There are quite a few reports out there which you pick up like everybody else which is starting to indicate some US settlements that appear to be extremely strong in pricing. Our demand has not slipped. We continue to be under pressure to supply boats, and we’re still very, very bullish on the high quality coal controls next year.

James Rollyson - Raymond James

You expanded your buy-back program to $50 million. When you guys are hitting the pretty significant ramp in free cash flow, do you suspect if your share price is still here that would expand further perhaps?

Victor P. Patrick

We will keep looking at that Jim. The $50 million is actually tied back to our revolving credit agreement. It’s the maximum available purchase that we can do without an amendment to our revolver during this calendar year. That basket will open up further next year so we’ll certainly be looking at that as we go along. If we update it, we’ll let you know as we just did yesterday.

James Rollyson - Raymond James

Perfect because we obviously think you’re going to generate a little more than $50 million in free cash next year.

Operator

Our next question comes from Wayne Cooperman - Cobalt Capital.

Wayne Cooperman - Cobalt Capital

Just a little more clarification on the last question. The Southwest panel is going to do a million tons total, right?

George R. Richmond

Yes. Close to a million tons, yes.

Wayne Cooperman - Cobalt Capital

And that hasn’t changed?

George R. Richmond

That hasn’t changed.

Wayne Cooperman - Cobalt Capital

And you’ll get the whole million tons sometime by the end of next year?

George R. Richmond

We’ll get those full million tons by the end of the first quarter.

Wayne Cooperman - Cobalt Capital

And that’s it. You’re done.

George R. Richmond

That’s done for that panel, yes.

Wayne Cooperman - Cobalt Capital

So really has anything changed other than the fact that you’re getting more tons in Q1 than in Q3 and Q4?

George R. Richmond

No.

Wayne Cooperman - Cobalt Capital

I know there’s no point in being aggressive, but why would we think that your 09 tonnage wouldn’t go up just to reflect that or are you seeing a slowdown in some of your other mines?

George R. Richmond

Planning these mines for a year is fairly complicated. As we develop sections we have to measure all the sections, look at the thicknesses of coal, look at the advance rates, retreat rates. And we’re in that process right now. There’s nothing major changed but we’d like a good engineering detailed -

Wayne Cooperman - Cobalt Capital

You guys already gave 09 guidance before this, right?

George R. Richmond

Yes. We gave 09 guidance. I think it’s about a year old now.

Wayne Cooperman - Cobalt Capital

Right. So I guess my question was, other than the timing of the tons on this panel are you seeing anything else in any of the other mines that might think that maybe you won’t achieve what you thought you would a while ago? If you could just let us know.

George R. Richmond

The number four mine seems to be fairly standard. Apart from that problem we had about three million tons of coal for a quarter. It continues to operate at a little over that three million tons. The number seven mine in the north is somewhat consistent. I think the biggest thing we’ve got to plug in is the actual startup date for the expanded longwall which we’re planning in the second quarter but clearly a month one way or another can affect a couple of hundred thousand. So we’d still like to button that down.

Wayne Cooperman - Cobalt Capital

I guess Q1 then your cost per ton should look pretty good because you’re getting the extra tons from the Southwest panel?

George R. Richmond

We believe that, yes.

Wayne Cooperman - Cobalt Capital

How much of this has to do with MSHA if anything, because clearly every single coal company has already lowered Q3 guidance for one reason or another?

George R. Richmond

I think we’re in a little bit different situation. There’s a lot of talk about increased inspections. Our inspections are virtually the same within a couple of percent this year versus last year. That’s not because MSHA is not diligent. It’s because we’ve always had inspectors turn up at each mine every single day. They really couldn’t inspect us too much more. No, it’s not really an MSHA thing. When we’re mining a longwall panel we’re allowed to mine to a 1% gas then we have to shut the equipment off. So the more we shut it off; we’re running less hours today per day basically.

Wayne Cooperman - Cobalt Capital

If you took what MSHA was doing, do you think it would affect your cost estimates or nothing they’re doing is that material overall?

George R. Richmond

It is clearly difficult to deal with. We’ve spent several million dollars on new rescuers, we will continue to spend some money on seals as we go forward, it takes us quite a lot of manpower to inspect the mines with MSHA, etc. but no I don’t think we’ve seen a material difference in that.

Wayne Cooperman - Cobalt Capital

It just seems like a lot of your competitors are having production problems in Q3 too so I guess that would lend some support to the met coal market. Are you seeing guys getting short met tons and scrambling hard to pick them up somewhere?

George R. Richmond

I think on the high quality coal there’s been a shortage all year. Demand to bring boats forward just a few days has never eased all year long.

Operator

Our next question comes from Michael Gaugler - Brean Murray, Carret & Co.

Michael Gaugler - Brean Murray, Carret & Co.

George, I don’t want to keep you on the same topic but no one else has asked this yet. Are you still expecting perhaps some early settlements? Not particularly to Walter Industries but for the industry overall? And also, what are your thoughts on multi-year contracts? Could we expect to see a couple of those as well?

George R. Richmond

On the domestic side which as I think you probably know, I think everybody knows, is ongoing as we speak. I would imagine you’ll start hearing those settlements over the next month or so. And a lot will depend now on whether there’s a nervousness on volumes into Europe and South America, and I think we’ll just have to see how that plays out.

As always, we’d always like to see multi-year contracts. It’s always a questions of how much you give away to get them. It really depends on how people see the next few years and whether they think the shortage is going to be severe on high quality coke and coal. We’re always interested but there’s only so many dollars a ton you can give away to get them.

Michael Gaugler - Brean Murray, Carret & Co.

With regard to the push-out of the Southwest A tons, would you be expecting to purchase any additional coal to make customer deliveries?

George R. Richmond

We have the opportunity to purchase some but it always depends on quality Michael. We’ve got to maintain our very high quality. So there could be some turns but I won’t bank on large quantities.

Operator

Our next question comes from [Charles Morris - MBA Capital].

[Charles Morris - MBA Capital]

Just following up again on the US settlements, you sort of confirmed that you’re hearing the same high numbers. You haven’t historically really sold much in the US market. $250 a ton or thereabouts sounds pretty interesting for next year given what fuel prices globally are doing. Is that an option for you guys to sell more into the US market or are you pretty much locked in to Brazil and Europe?

George R. Richmond

We had a request recently to put some coal in the US markets. For over a long period of time because of our location, transportation advantage and the transportation disadvantage moving coal up north, we think we are better served moving coal into South America and Europe long term.

Operator

Our next question comes from Ryan Watson - Fortress Investments.

Ryan Watson - Fortress Investments

The guidance for the lower margin, is that more due to cost increases or price decreases? Well, what’s the breakout between cost increases and price decreases?

George R. Richmond

The majority of the difference in margins in the third quarter is purely a mix of losing some of the very high priced boats and a smaller piece of it is associated with producing less tons and therefore costs. The fourth quarter, the difference in margins, about 50% of it is mainly due to carrying higher priced inventory, higher cost inventory in the fourth quarter because of the third quarter and some increases in cost mainly on power and some operating supplies but I don’t think that, and the 100,000 tons obviously doesn’t give the same dilution on costs. But mainly it’s inventory cost in the fourth quarter and the 100,000 tons.

Ryan Watson - Fortress Investments

What do you mean when you say inventory costs? The cost of carrying the inventory is running through your P&L?

George R. Richmond

Yes.

Ryan Watson - Fortress Investments

So this is not an issue then where you’re seeing price degradation on the output side, on the price per ton?

George R. Richmond

No, absolutely not.

Ryan Watson - Fortress Investments

Have you heard anecdotally where one-off contracts are clearing or is that something that we’re going to have more clarity on here in the next month or so?

George R. Richmond

Are you talking about the spot market?

Ryan Watson - Fortress Investments

I guess, yes.

George R. Richmond

We haven’t settled any business but basically what we’re picking up is that the numbers floating around are still as strong or stronger than the Australian benchmark. Now obviously with the global situation today, things could change. But as of now the prices are extremely strong.

Ryan Watson - Fortress Investments

As far as credit, once you do the spin-off and you’re left essentially as a natural resource company, do you see any funding issues for your business in any way? And can you kind of lay out what your plan is to capitalize yourself here for the next three to six months as we go through this period?

Mark J. O’Brien

Our funding issue is what do we do with all the money? As these met coal contracts roll in at the prices that we’ve got on these contracts, the cash flow prospects are very strong. Our net debt position today is, looking over at our Treasurer, about $300 million net debt or even less, right? We’ve preapproved the spin. That’s already preapproved in our revolving credit agreement. The liquidity’s very strong. Our revolver renewal date is November of 2010. The term loan is two years behind that. We expect our revolver to be at zero well before that and the term loan’s at $200 million. Our net debt I’ve just been given a note is $180 million. So really the concern we’re going to have in terms of liquidity, cash flow, credit isn’t where do we get the money, it’s what do we do with the money.

Ryan Watson - Fortress Investments

I appreciate that. There’ve been companies out there that are very financially healthy as you are that have just been drawing on the revolvers in case these revolvers get pulled. Would you be able to exist under an environment where the banks fronting you the money on your revolver had to pull out and weren’t able to provide you that credit?

Mark J. O’Brien

Well in the current environment we’re in, yes we could unless you had a global meltdown where our customers weren’t paying their bills. Then that would affect our cash flows in a way that would be very negative. If you want to go to disaster kind of scenarios, that would be the one that got us. Our bank group is really very strong. I mean obviously any individual name you might pick out, you might have some queries about it but our biggest players in the revolver group are a strong revolver group and we’re really not concerned that that’s going to be an issue at all. If it came to that, we’d have to start parking the cash on the balance sheet and being less aggressive in terms of repurchase and other uses of cash. If it came to that but as long as there’s a decent, and decent even overplays it, as long as our customers are paying their bills, we’ll be fine.

Operator

Our next question comes from Brian Schorr - Avondale Partners.

Brian Schorr - Avondale Partners

George, just one question following up on one earlier. On purchased coal sales, the updated guidance number for met coal sales that you guys provided, does that include any purchased coal sales like the couple hundred thousand that you saw in Q2?

George R. Richmond

For the fourth quarter it includes some but not as much as 200,000 tons. It’s about half that.

Brian Schorr - Avondale Partners

And Q3?

George R. Richmond

I’m not sure I’ve got the purchased coal numbers for 03 with me and the third quarter was [inaudible]. It’s not significant I don’t think.

Brian Schorr - Avondale Partners

And just for my confirmation, the delays that you’re seeing at Southwest A is going to push back some of the production into 2009 that you mentioned. Is there any potential impact from that on the mine seven East expansion?

George R. Richmond

I don’t think so. Just to give you a little bit of color, we degassed these longwall panels with conventional wells many, many, many years in advance. The Southwest A panel was a panel that was not going to be mined and as such never had the, [inaudible] was actually behind a sealed area so never had the degasification done to it in years of that. So we did degas it but we did it very, very late. On a normal operating basis we shouldn’t see this reoccur. It is a one-off panel between two fairly large faults that does create a little bit more gas than normal.

Brian Schorr - Avondale Partners

So you’ve got enough resources looking at 2009 to be able to handle the production at Southwest A as well as the work you’re planning for mine seven, the East expansion?

George R. Richmond

Yes.

Brian Schorr - Avondale Partners

Vic, just one question following up on the homebuilding group. I know you’re probably pretty limited on what you can tell us about the status of that separation, but with the market the way it is are you seeing good interest? Do you think you’ll get some decent value for that group?

Victor P. Patrick

I think the right way to think about the homebuilding group is, let’s be frank, it’s a small on-your-lot homebuilder. When you say a lot of value -

Brian Schorr - Avondale Partners

Or a fair value.

Victor P. Patrick

And when you say fair value, we’re obviously in a situation in the market today where these kinds of assets are being marked down. We’re looking through all of our strategic options and we’ll have a decision soon. And we’ll do what’s right for the shareholder and do our best for the business, whatever we can do.

Operator

Our next question comes from Wayne Cooperman - Cobalt Capital.

Wayne Cooperman - Cobalt Capital

I was going to follow up on homebuilding. Could you give us some of the options? You said you’ll be done by the end of the year so that must mean you’re somewhere far along with something.

Victor P. Patrick

We’ve had our bankers out canvassing for potential buyers. That’s a process that we think we’ve pretty much surveyed the waterfront, we’ve got to put a number of options up on the table. They’ve obviously had a significant change to their business plan moving to third party financing from independent financing. So we’ve got to sort out how effective that’s going to be. And when you get down to it, there are not a lot of options. Whatever we do, we wouldn’t expect any negative impact to the shareholder. If I told you we were going to sell the homebuilder unit for money that was going to move the needle for a coal mining investor to make -

Wayne Cooperman - Cobalt Capital

No. We just want to make sure we’re not going to sit here and fund the thing and keep taking losses on it.

Victor P. Patrick

That’s how I took the question. It’s decision time for the homebuilding business. It either works and we can find a buyer for it or it doesn’t work and that has consequences.

Wayne Cooperman - Cobalt Capital

Would you guys be willing just to take someone else’s paper and merge it in with somebody else?

Victor P. Patrick

Sure.

Wayne Cooperman - Cobalt Capital

I don’t have anything to offer you but just curious.

Victor P. Patrick

If you’re going to buy it Wayne, send us a note.

Operator

I’m showing no further questions.

Victor P. Patrick

Thank you everyone for joining us on our call. We’re excited about this Hanover transaction. We think it’s going to be great for the shareholders. The company’s going to have strong cash flows and be able to deliver that value to our shareholders. We’re very excited about that as a Board and as a management team. It leaves Walter Industries in this pure-play position with an excellent met coal business expanding, a strong pricing environment. Thank you for joining us. We look forward to talking to you soon when we report our third quarter results.

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