SecProbe.io

September 26, 2013

Via E -mail
Mr. John V. Britti
Chief Financial Officer
Ocwen Financial Corporation
2002 Summit Boulevard. 6th Floor
Atlanta, Georgia  30319

Re: Ocwen Financial Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
Form 10 -Q for the Period Ended June 30, 2013
Filed August 5, 2013
File No. 00 1-13219

Dear Mr. Britti :
We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information,  or by advising us when you will provide the requested
response.   Where we have specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies  new, revised or deleted disclosures, as
appropriate.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these c omments, including the draft of your proposed disclosures, we may have
additional comments .
Form 10 -K for the Year  Ended December  31, 201 2

Notes to Consolidated Financial Statements

Note 22 Income Taxes , page F -46

1. You disclose in your  business acquisition footnote on page F -16 that you expect the
mortgage servicing rights  and goodwill to be treated as intangible assets acquired in
connection with the purchase of a trade or business to be amortized over 15 years for tax

Mr. John V. Britti
Ocwen Financial Corporation
September 26, 2013
Page 2

 purposes.   However, you do not appear to disclose any defer red tax liabilities related to
tax-deductible goodwill  in your purchase price allocations .  Please tell us why have not
recognized any deferred tax liabilities related to tax -deductible goodwill for any of your
acquisitions.

Form 10 -Q filed for the Period Ended June 30, 201 3

Notes to Unaudited Consolidated Financial Statements

Note 3 Transfers of Financial Assets, page 14

2. Please provide us with sufficient information addressing how the related servicing
advance sales to HLSS meet the requirements for sa le accounting under GAAP.

Note 24 Commitments and Contingencies, page 42

3. We not e the Company established a reserve of $66.4 million as of June 30, 2013 under
the Proposed Regulators’ Settlement.  Please tell us and revise future filings, to address
whether there is an exposure to loss in excess of the amount accrued and what the
reasonably possible loss or additional loss may be. We reference ASC 450 -20-50
paragraph 3.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Segment Results and Financial Condition – Servicing

Three Months Ended June 30, 2013 versus June 30, 2012, page 55

4. We note the disclosure that an increase in modifications typically results in higher
revenues in any given period, because the return of a loan to performing status would
generally result in the recognition of any deferred servicing fees and late fees on the loan.
So that we have a better understanding of the impact of loan modifications on revenues,
please address the accounting and the basis and timing therein, for recognizing the
deferred fees into revenue w hen the HAMP or non -HAMP loan has been modified.  Also,
address the reasons for not recognizing any of the respective deferred loan fees into
revenues when these loans have been modified.

5. Please revise in future filings, to provide a separate discussion  of servicing and
subservicing revenues recognized gi ven the increase in the use of  subservicing
agreements entered into which has caused annualized revenues as a percentage of UPB to
decrease  during the interim periods of 2013 compared to the interim pe riods of 2012.
6. We note the significant increase in interest expense which occurred in the interim periods
of 2013. Please explain to us the nature of the funding transactions with HLSS so that we
better understand the disclosure that   “interest expense on the portion of the sales
proceeds accounted for as a financing is greater than the interest on the match funded

Mr. John V. Britti
Ocwen Financial Corporation
September 26, 2013
Page 3

 liabilities that were assumed by HLSS or repaid, principally because Ocwen is also
compensating HLSS for the cost of capital used to fund the  HLSS Transactions. “

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provide a  written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please address questions regardin g all comments to Marc Thomas, Staff Accountant, at (202)
551-3452 or, if you thereafter need further ass istance, to me at (202) 551 -3752 .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
        Accounting Branch Chief