x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-2156869
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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8950 Cypress Waters Blvd
Coppell, TX
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75019
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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New York Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a smaller reporting company.)
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Smaller reporting company
o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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▪
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MSRs - Fair Value
consists of rights we own and record as assets to service traditional residential mortgage loans for others either as a result of a purchase transaction or from the sale and securitization of loans we originate. We have elected to mark this portfolio to fair value each quarter. Due principally to servicer advance requirements, MSRs - Fair Value require capital and liquidity; however, such advances are generally financeable. Our rapid growth has been driven by the purchase and origination of MSRs. MSRs - Fair Value account for
88.5%
of UPB of our total portfolio as of
December 31, 2014
.
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▪
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Subservicing
consists of forward residential mortgage loans we service on behalf of others who are MSR or mortgage owners; therefore, no subservicing asset is recorded in our consolidated financial statements. Since we are not the owner of the servicing rights, we have limited advance obligations and as a result the capital requirements are minimized. Subservicing accounts for
4.2%
of UPB of our total portfolio as of
December 31, 2014
.
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▪
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MSRs - LOCOM
consists of rights to service reverse residential mortgage loans, principally reverse mortgages, owned by Fannie Mae, Ginnie Mae and private investors. We elected to record MSRs - LOCOM at the lower of cost or market. Similar to our MSR - Fair Value portfolio, we temporarily advance funds as required under the applicable servicing standards. Our MSRs - LOCOM portfolio accounts for
7.3%
of our servicing portfolio as of
December 31, 2014
.
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•
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Revenue.
An increase in delinquencies will result in lower revenue for loans we service for GSEs and Ginnie Mae because we only collect servicing fees from GSEs for performing loans. Additionally, while increased delinquencies generate higher ancillary revenues, including late fees, these fees are not likely to be recoverable in the event that the related loan is liquidated. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts.
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•
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Expenses.
An increase in delinquencies will result in a higher cost to service due to the increased time and effort required to collect payments from delinquent borrowers and an increase in interest expense as a result of an increase in our advancing obligations.
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•
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Liquidity.
An increase in delinquencies could also negatively impact our liquidity because of an increase in borrowing under our advance facilities.
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•
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Valuation of MSRs.
We base the price we pay for MSRs on, among other things, our projections of the cash flows from the related pool of mortgage loans. Our expectation of delinquencies is a significant assumption underlying those cash flow projections. If delinquencies were significantly greater than expected, the estimated fair value of our MSRs could be diminished. If the estimated fair value of MSRs is reduced, we could suffer a loss, which has a negative impact on our financial results.
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•
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the rates of prepayment and repayment within the underlying pools of mortgage loans;
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•
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projected rates of delinquencies, defaults and liquidations;
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•
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future interest rates;
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•
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our cost to service the loans;
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•
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ancillary revenues; and
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•
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amounts of future servicing advances.
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•
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limitations imposed on us under the indentures governing our unsecured senior notes and other financing agreements that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;
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•
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the available liquidity in the credit markets;
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•
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prevailing interest rates;
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•
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the strength of the lenders from which we borrow; and
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•
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limitations on borrowings on advance facilities imposed by the amount of eligible collateral pledged, which may be less than the borrowing capacity of the advance facility.
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•
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require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for other purposes;
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•
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make it more difficult for us to satisfy and comply with our obligations with respect to the unsecured senior notes;
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•
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subject us to increased sensitivity to increases in prevailing interest rates;
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•
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place us at a competitive disadvantage to competitors with relatively less debt in economic downturns, adverse industry conditions or catastrophic external events; or
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•
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reduce our flexibility in planning for or responding to changing business, industry and economic conditions.
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•
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unknown or contingent liabilities;
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•
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unanticipated issues in integrating information, servicing practices, communications and other systems;
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•
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unanticipated incompatibility of purchasing, logistics, marketing and administration methods;
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•
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not retaining key employees; and
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•
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the diversion of management’s attention from ongoing business concerns.
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•
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our representations and warranties concerning loan quality and loan circumstances are inaccurate, including representations concerning the licensing of a mortgage broker;
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•
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we fail to secure adequate mortgage insurance within a certain period after closing;
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•
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a mortgage insurance provider denies coverage;
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•
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we fail to comply, at the individual loan level or otherwise, with regulatory requirements in the current dynamic regulatory environment; or
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•
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the borrower fails to make certain initial loan payments due to the purchaser.
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•
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an increase in prevailing interest rates could generate an increase in delinquency, default and foreclosure rates resulting in an increase in both operating expenses and interest expense and could cause a reduction in the value of our assets;
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•
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an increase in prevailing interest rates could adversely affect our loan originations volume because refinancing an existing loan would be less attractive for homeowners and qualifying for a purchase money loan may be more difficult for consumers;
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•
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an increase in prevailing interest rates would increase the cost of servicing our outstanding debt, including our ability to finance servicing advances and loan originations;
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•
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a decrease in prevailing interest rates may increase prepayment speeds causing our servicing fees to decline more rapidly than anticipated and we may record a decrease in the value of our MSRs;
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•
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a decrease in prevailing interest rates may lead to higher compensating interest expense and increased amortization expense as we revise downward our estimate of total expected income as prepayment speeds increase; and
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•
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a decrease in prevailing interest rates could reduce our earnings from our custodial deposit accounts.
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•
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a classified board of directors with staggered three-year terms;
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•
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removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as FIF and certain other affiliates of Fortress and permitted transferees (collectively, the Fortress Stockholders) beneficially own at least 40% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);
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•
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provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as the Fortress Stockholders beneficially own at least 25% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 25% of our issued and outstanding common stock may call special meetings of our stockholders);
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•
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advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;
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•
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certain rights to the Fortress Stockholders with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint a majority of the members of our board of directors for so long as the Fortress Stockholders continue to beneficially own at least 40% of our issued and outstanding common stock;
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•
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no provision in our amended and restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;
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•
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our amended and restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as the Fortress Stockholders beneficially own at least 25% of our issued and outstanding common stock, our stockholders may act without a meeting by written consent of a majority of our stockholders; and
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•
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under our amended and restated certificate of incorporation, our board of directors has authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.
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Location
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Owned /
Leased
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Square
Footage
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Principal executive office
:
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Coppell, Texas – Corporate Headquarters
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Leased
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175,585
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Business operations and support offices:
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Irving, Texas
(1)
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Leased
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292,988
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Lewisville, Texas
(2)
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Leased
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241,387
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Chandler, Arizona
(3)
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Leased
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163,864
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Irvine, California
(4)
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Leased
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113,876
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Littleton, Colorado
(3)
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Leased
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94,568
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Prices
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||||||
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High
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Low
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||||
2014
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|
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||||
Fourth quarter
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|
$
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37.00
|
|
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$
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26.06
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Third quarter
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$
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35.99
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$
|
29.35
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Second quarter
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|
$
|
37.95
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$
|
26.76
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First quarter
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$
|
37.15
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|
$
|
24.50
|
|
|
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|
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|
||||
2013
|
|
|
|
|
||||
Fourth quarter
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|
$
|
56.76
|
|
|
$
|
35.84
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Third quarter
|
|
$
|
57.95
|
|
|
$
|
37.19
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Second quarter
|
|
$
|
46.91
|
|
|
$
|
32.20
|
|
First quarter
|
|
$
|
42.24
|
|
|
$
|
29.86
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For the year ended
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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||||||||||
Consolidated Balance Sheets Data:
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||||||||||||||||||
Cash and cash equivalents
|
$
|
299,002
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$
|
441,902
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|
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$
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152,649
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|
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$
|
62,445
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|
|
$
|
21,223
|
|
Advances
|
2,546,362
|
|
|
5,002,202
|
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2,800,690
|
|
|
513,683
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|
|
405,672
|
|
|||||
Mortgage servicing rights
|
2,961,321
|
|
|
2,503,162
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|
635,860
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|
|
251,050
|
|
|
145,062
|
|
|||||
Mortgage loans held for sale
|
1,277,931
|
|
|
2,603,380
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|
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1,480,537
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|
|
458,626
|
|
|
369,617
|
|
|||||
Total assets
|
11,112,675
|
|
|
14,026,689
|
|
|
7,126,143
|
|
|
1,787,931
|
|
|
1,947,181
|
|
|||||
Advance facilities
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1,901,783
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|
|
4,550,424
|
|
|
2,563,086
|
|
|
446,432
|
|
|
367,103
|
|
|||||
Warehouse facilities
|
1,572,622
|
|
|
2,433,927
|
|
|
1,038,500
|
|
|
426,747
|
|
|
342,655
|
|
|||||
Unsecured senior notes
|
2,159,231
|
|
|
2,444,062
|
|
|
1,062,635
|
|
|
280,199
|
|
|
244,061
|
|
|||||
Other nonrecourse debt
|
1,768,311
|
|
|
1,192,597
|
|
|
681,456
|
|
|
112,490
|
|
|
635,354
|
|
|||||
Total liabilities
|
9,888,397
|
|
|
13,036,791
|
|
|
6,368,461
|
|
|
1,506,622
|
|
|
1,690,809
|
|
|||||
Total equity
|
1,224,278
|
|
|
989,898
|
|
|
757,682
|
|
|
281,309
|
|
|
256,372
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Operations and Comprehensive income (loss) Data:
|
|||||||||||||||||||
Total revenues
|
$
|
1,973,068
|
|
|
$
|
2,086,985
|
|
|
$
|
984,315
|
|
|
$
|
377,841
|
|
|
$
|
261,428
|
|
Total expenses and impairments
|
1,357,691
|
|
|
1,402,278
|
|
|
582,045
|
|
|
306,183
|
|
|
220,976
|
|
|||||
Total other (expense) income
|
(329,493
|
)
|
|
(338,453
|
)
|
|
(125,687
|
)
|
|
(50,771
|
)
|
|
(50,366
|
)
|
|||||
Income (loss) before taxes
|
285,884
|
|
|
346,254
|
|
|
276,583
|
|
|
20,887
|
|
|
(9,914
|
)
|
|||||
Total income tax expense
|
64,860
|
|
|
129,200
|
|
|
71,296
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
221,024
|
|
|
217,054
|
|
|
205,287
|
|
|
20,887
|
|
|
(9,914
|
)
|
|||||
Less: Net gain (loss) attributable to noncontrolling interests
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in value of designated cash flow hedges
|
(1,963
|
)
|
|
1,963
|
|
|
—
|
|
|
(1,071
|
)
|
|
1,071
|
|
|||||
Comprehensive income (loss)
|
$
|
218,755
|
|
|
$
|
219,017
|
|
|
$
|
205,287
|
|
|
$
|
19,816
|
|
|
$
|
(8,843
|
)
|
Earnings (loss) per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
$
|
2.47
|
|
|
$
|
2.43
|
|
|
$
|
2.41
|
|
|
$
|
0.30
|
|
|
$
|
(0.14
|
)
|
Dilutive earnings (loss) per share
|
$
|
2.45
|
|
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
0.30
|
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by / (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,058,635
|
|
|
$
|
(1,833,941
|
)
|
|
$
|
(1,958,116
|
)
|
|
$
|
(28,903
|
)
|
|
$
|
(101,653
|
)
|
Investing activities
|
254,781
|
|
|
(1,373,534
|
)
|
|
(2,157,292
|
)
|
|
(81,879
|
)
|
|
101,197
|
|
|||||
Financing activities
|
(1,456,316
|
)
|
|
3,496,728
|
|
|
4,205,612
|
|
|
152,004
|
|
|
(19,966
|
)
|
▪
|
Approximately
80,000
solutions for our mortgage servicing customers during 2014, including modifications and workouts, reflecting our continued commitment to foster and preserve home ownership.
|
▪
|
Our delinquency rate, measured as loans that are 60 or more days behind in payments, declined to
9.9%
from
11.8%
at the start of the year.
|
▪
|
Launched an enhanced customer feedback portal that allows customers to provide reviews and provides them another avenue to communicate issues and have them resolved timely.
|
▪
|
Funded
$16.9 billion
in mortgage loans for the year, including
$9.4 billion
related to retaining customers from our servicing portfolio. Refinanced
$6.8 billion
in HARP loans, providing relief to
40,863
customers.
|
▪
|
Continued the transformation of Solutionstar into a premier real estate services provider and provider of leading technology to the residential real estate industry. In addition, we acquired Real Estate Digital and its portfolio of data and technologies as well as Title 365, which closed in early January 2015.
|
▪
|
Redeemed $285 million worth of unsecured senior notes with a coupon rate of 10.875% in July 2014.
|
▪
|
Successful on boarding of
$51.3 billion
in unpaid principal balance and
307.3 thousand
loans.
|
▪
|
Increases the value of our servicing portfolio principally due to retention and longer time horizon over which to provide services;
|
▪
|
Decreases our costs including new customer acquisition costs and compliance costs; and
|
▪
|
Improves our standing with investors, including the GSEs and Ginnie Mae increasing our opportunity to selectively acquire additional portfolios.
|
Table 1. Consolidated Operations
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
1,973
|
|
|
$
|
2,087
|
|
|
$
|
984
|
|
Expenses and impairments
|
|
(1,358
|
)
|
|
(1,402
|
)
|
|
(582
|
)
|
|||
Other income (expense), net
|
|
(329
|
)
|
|
(339
|
)
|
|
(125
|
)
|
|||
Income before taxes
|
|
$
|
286
|
|
|
$
|
346
|
|
|
$
|
277
|
|
Table 2. Revenues
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Servicing
|
|
$
|
1,071
|
|
|
$
|
1,237
|
|
|
$
|
489
|
|
Originations
|
|
579
|
|
|
712
|
|
|
487
|
|
|||
Solutionstar
|
|
322
|
|
|
147
|
|
|
8
|
|
|||
Corporate and Other, including eliminations
|
|
1
|
|
|
(9
|
)
|
|
—
|
|
|||
Total revenues
|
|
$
|
1,973
|
|
|
$
|
2,087
|
|
|
$
|
984
|
|
Table 3. Income before taxes
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Servicing
|
|
$
|
221
|
|
|
$
|
441
|
|
|
$
|
104
|
|
Originations
|
|
191
|
|
|
131
|
|
|
293
|
|
|||
Solutionstar
|
|
133
|
|
|
34
|
|
|
4
|
|
|||
Corporate and Other, including eliminations
|
|
(259
|
)
|
|
(260
|
)
|
|
(124
|
)
|
|||
Total income before taxes
|
|
$
|
286
|
|
|
$
|
346
|
|
|
$
|
277
|
|
Table 4. Servicing Operations
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
1,071
|
|
|
$
|
1,237
|
|
|
$
|
489
|
|
Expenses and impairments
|
|
(698
|
)
|
|
(609
|
)
|
|
(315
|
)
|
|||
Other income (expense), net
|
|
(152
|
)
|
|
(187
|
)
|
|
(70
|
)
|
|||
Income before taxes
|
|
$
|
221
|
|
|
$
|
441
|
|
|
$
|
104
|
|
Income before taxes margin
|
|
20.6
|
%
|
|
35.7
|
%
|
|
21.3
|
%
|
Table 5. Forward Servicing Portfolio UPB Rollforward
|
For the year ended
|
||||||
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
||||
Balance at the beginning of the period
|
$
|
361,779
|
|
|
$
|
179,432
|
|
Additions:
|
|
|
|
||||
Originations/acquisitions
|
58,194
|
|
|
217,024
|
|
||
Deductions:
|
|
|
|
||||
Principal reductions and other
|
(15,060
|
)
|
|
(7,517
|
)
|
||
Voluntary reductions
|
(34,616
|
)
|
|
(36,466
|
)
|
||
Involuntary reductions
|
(11,905
|
)
|
|
(11,042
|
)
|
||
Net changes in loans serviced by others
|
(5,298
|
)
|
|
20,348
|
|
||
Balance at the end of period
|
$
|
353,094
|
|
|
$
|
361,779
|
|
Table 6. Servicing - Revenues
|
For the year ended
|
||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
MSRs - Fair Value
|
$
|
816
|
|
|
$
|
729
|
|
|
$
|
303
|
|
Subservicing
(1)
|
61
|
|
|
56
|
|
|
73
|
|
|||
MSRs - LOCOM
|
68
|
|
|
56
|
|
|
46
|
|
|||
Ancillary revenues
(2)
|
333
|
|
|
349
|
|
|
146
|
|
|||
Total service related revenue before MSR fair value adjustments
|
1,278
|
|
|
1,190
|
|
|
568
|
|
|||
Fair value adjustments on MSRs - Fair Value
|
(247
|
)
|
|
58
|
|
|
(68
|
)
|
|||
Fair value adjustments on excess spread financing
|
(58
|
)
|
|
(73
|
)
|
|
(11
|
)
|
|||
Fair value adjustments on MSR financing liability
|
33
|
|
|
—
|
|
|
—
|
|
|||
Service related revenue
|
1,006
|
|
|
1,175
|
|
|
489
|
|
|||
Net gain on mortgage loans held for sale
|
65
|
|
|
62
|
|
|
—
|
|
|||
Total revenues
|
$
|
1,071
|
|
|
$
|
1,237
|
|
|
$
|
489
|
|
|
|
|
|
|
|
||||||
Average UPB:
|
|
|
|
|
|
||||||
MSRs - Fair Value
|
328,213
|
|
|
226,969
|
|
|
87,687
|
|
|||
Subservicing
|
23,154
|
|
|
36,471
|
|
|
46,718
|
|
|||
MSRs - LOCOM
|
28,455
|
|
|
28,655
|
|
|
14,191
|
|
|||
|
|
|
|
|
|
||||||
Modifications and Workout Units:
|
|
|
|
|
|
||||||
HAMP modifications
|
18,597
|
|
|
26,091
|
|
|
8,662
|
|
|||
Non HAMP modifications
|
32,274
|
|
|
12,870
|
|
|
18,931
|
|
|||
Workouts
|
28,955
|
|
|
28,964
|
|
|
23,639
|
|
|||
Total Units
|
79,826
|
|
|
67,925
|
|
|
51,232
|
|
|||
|
|
|
|
|
|
||||||
Key performance metrics of our boarded forward servicing portfolio
(3)
|
|
|
|
|
|
||||||
Loan count-servicing
|
1,982,396
|
|
|
1,980,956
|
|
|
979,414
|
|
|||
Average loan amount
|
167,467
|
|
|
169,569
|
|
|
177,592
|
|
|||
Average coupon
(4)
|
5.11
|
%
|
|
5.21
|
%
|
|
5.34
|
%
|
|||
60+ delinquent (% of loans)
(5)
|
9.9
|
%
|
|
11.8
|
%
|
|
14.1
|
%
|
|||
Total Prepayment speed (12 month constant pre-payment rate)
|
13.3
|
%
|
|
17.9
|
%
|
|
15.7
|
%
|
Table 7. Servicing - Expenses and Impairments
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
$
|
287
|
|
|
$
|
272
|
|
|
$
|
180
|
|
General and administrative
|
386
|
|
|
317
|
|
|
124
|
|
|||
Occupancy
|
25
|
|
|
20
|
|
|
11
|
|
|||
Expenses and impairments
|
$
|
698
|
|
|
$
|
609
|
|
|
$
|
315
|
|
Table 8. Servicing - Other Income (Expense), net
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Other income (expense), net
|
|
$
|
(152
|
)
|
|
$
|
(187
|
)
|
|
$
|
(70
|
)
|
Table 9. Originations - Operations
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
579
|
|
|
$
|
712
|
|
|
$
|
487
|
|
Expenses and impairments
|
(390
|
)
|
|
(590
|
)
|
|
(195
|
)
|
|||
Other income (expense), net
|
2
|
|
|
9
|
|
|
1
|
|
|||
Income before taxes
|
$
|
191
|
|
|
$
|
131
|
|
|
$
|
293
|
|
Income before taxes margin
|
33.0
|
%
|
|
18.4
|
%
|
|
60.2
|
%
|
Table 10. Originations - Revenues
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Service related
|
$
|
44
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Gain on loans sold
|
835
|
|
|
685
|
|
|
288
|
|
|||
Fair value mark-to-market on loans held for sale
|
(506
|
)
|
|
(205
|
)
|
|
18
|
|
|||
Mark-to-market on locks and commitments
|
(41
|
)
|
|
(45
|
)
|
|
135
|
|
|||
Provision for repurchases
|
9
|
|
|
(33
|
)
|
|
(13
|
)
|
|||
Capitalized servicing rights
|
238
|
|
|
248
|
|
|
59
|
|
|||
Net gain on mortgage loans held for sale
|
535
|
|
|
650
|
|
|
487
|
|
|||
|
|
|
|
|
|
||||||
Total revenues
|
$
|
579
|
|
|
$
|
712
|
|
|
$
|
487
|
|
|
|
|
|
|
|
||||||
Key Metrics
|
|
|
|
|
|
||||||
Consumer Direct Locked Volume
|
$
|
22,296
|
|
|
$
|
24,848
|
|
|
$
|
9,968
|
|
Other Locked Volume
|
6,627
|
|
|
12,216
|
|
|
5,299
|
|
|||
Funded Volume, Total
|
16,890
|
|
|
23,778
|
|
|
7,328
|
|
|||
Funded HARP Volume, Total
|
6,819
|
|
|
12,767
|
|
|
3,894
|
|
|||
Recapture percentage
|
33.5
|
%
|
|
47.5
|
%
|
|
38.5
|
%
|
|||
Purchase percentage of funded volume
|
28.0
|
%
|
|
17.0
|
%
|
|
20.0
|
%
|
|||
Value of Capitalized Servicing
|
127 bps
|
|
|
101 bps
|
|
|
85 bps
|
|
Table 11. Originations - Expenses and Impairments
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
$
|
249
|
|
|
$
|
323
|
|
|
$
|
138
|
|
General and administrative
|
126
|
|
|
249
|
|
|
53
|
|
|||
Occupancy
|
15
|
|
|
18
|
|
|
4
|
|
|||
Expenses and impairments
|
$
|
390
|
|
|
$
|
590
|
|
|
$
|
195
|
|
Table 12. Originations - Other Income (Expense), net
|
|
For the year ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Other income (expense), net
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
1
|
|
Table 13. Repurchase Reserves
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Repurchase reserves, beginning of period
|
$
|
41
|
|
|
$
|
19
|
|
Additions
|
13
|
|
|
33
|
|
||
Charge-offs
|
(4
|
)
|
|
(11
|
)
|
||
Adjustments, including expired indemnifications
|
(21
|
)
|
|
—
|
|
||
Repurchase reserves, end of period
|
$
|
29
|
|
|
$
|
41
|
|
Table 14. Solutionstar - Operations
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
322
|
|
|
$
|
147
|
|
|
$
|
8
|
|
Expenses and impairments
|
(189
|
)
|
|
(113
|
)
|
|
(4
|
)
|
|||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income before taxes
|
$
|
133
|
|
|
$
|
34
|
|
|
$
|
4
|
|
Income before taxes margin
|
41.3
|
%
|
|
23.1
|
%
|
|
50.0
|
%
|
Table 15. Solutionstar - Revenues
|
For the year ended
|
||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Real Estate Exchange
|
$
|
154
|
|
|
$
|
50
|
|
|
$
|
—
|
|
Real Estate Services
|
168
|
|
|
97
|
|
|
8
|
|
|||
Total Revenues
|
$
|
322
|
|
|
$
|
147
|
|
|
$
|
8
|
|
|
|
|
|
|
|
||||||
Key Metrics
|
|
|
|
|
|
||||||
Properties sold
|
20,937
|
|
|
12,456
|
|
|
N/A
|
||||
REO inventory at period end
|
9,062
|
|
|
7,433
|
|
|
N/A
|
||||
HomeSearch.com registered users
|
134,782
|
|
|
8,258
|
|
|
N/A
|
Table 16. Solutionstar - Expenses and Impairments
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
$
|
73
|
|
|
$
|
40
|
|
|
$
|
3
|
|
General and administrative
|
112
|
|
|
70
|
|
|
1
|
|
|||
Occupancy
|
4
|
|
|
3
|
|
|
—
|
|
|||
Expenses and impairments
|
$
|
189
|
|
|
$
|
113
|
|
|
$
|
4
|
|
Table 17. Corporate and Other - Operations
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
2
|
|
|
$
|
(7
|
)
|
|
$
|
2
|
|
Expenses and impairments
|
(80
|
)
|
|
(91
|
)
|
|
(67
|
)
|
|||
Other income (expense), net
|
(180
|
)
|
|
(162
|
)
|
|
(60
|
)
|
|||
Income before taxes
|
$
|
(258
|
)
|
|
$
|
(260
|
)
|
|
$
|
(125
|
)
|
Table 18. Corporate and Other - Revenues
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
2
|
|
|
$
|
(7
|
)
|
|
$
|
2
|
|
Table 19. Legacy Portfolio
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Performing - UPB
|
$
|
196
|
|
|
$
|
218
|
|
|
$
|
260
|
|
Nonperforming (90+ Delinquency) - UPB
|
80
|
|
|
87
|
|
|
94
|
|
|||
REO - Estimated Fair Value
|
38
|
|
|
27
|
|
|
10
|
|
|||
Total Legacy Portfolio UPB
|
$
|
314
|
|
|
$
|
332
|
|
|
$
|
364
|
|
Table 20. Corporate and Other - Expenses
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
$
|
34
|
|
|
$
|
44
|
|
|
$
|
37
|
|
General and administrative
|
57
|
|
|
56
|
|
|
29
|
|
|||
Occupancy
|
(11
|
)
|
|
(9
|
)
|
|
1
|
|
|||
Expenses and impairments
|
$
|
80
|
|
|
$
|
91
|
|
|
$
|
67
|
|
Table 21. Corporate and Other - Other income (expense), net
|
For the year ended
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Other income (expense), net
|
$
|
(180
|
)
|
|
$
|
(162
|
)
|
|
$
|
(60
|
)
|
Table 22. MSRs and Related Liabilities
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
UPB
|
|
Carrying Amount
|
|
UPB
|
|
Carrying Amount
|
||||||||
|
|
|
|
|
|
|
|
||||||||
MSRs - Fair Value
|
$
|
333,613
|
|
|
$
|
2,950
|
|
|
$
|
322,814
|
|
|
$
|
2,488
|
|
|
|
|
|
|
|
|
|
||||||||
Subservicing
(1)
|
|
|
|
|
|
|
|
||||||||
Agency
|
15,008
|
|
|
N/A
|
|
|
22,208
|
|
|
N/A
|
|
||||
Non-agency
|
4,473
|
|
|
N/A
|
|
|
16,757
|
|
|
N/A
|
|
||||
Total Subservicing
|
19,481
|
|
|
|
|
38,965
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
MSRs - LOCOM
|
27,982
|
|
|
11
|
|
|
28,928
|
|
|
15
|
|
||||
Total servicing portfolio unpaid principal balance
|
$
|
381,076
|
|
|
$
|
2,961
|
|
|
$
|
390,707
|
|
|
$
|
2,503
|
|
Table 23 - MSRs Fair Value
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Credit Sensitive
|
$
|
241,770
|
|
|
$
|
1,920
|
|
|
$
|
266,758
|
|
|
$
|
1,818
|
|
Interest Sensitive
|
91,843
|
|
|
1,030
|
|
|
56,056
|
|
|
670
|
|
||||
|
$
|
333,613
|
|
|
$
|
2,950
|
|
|
$
|
322,814
|
|
|
$
|
2,488
|
|
Table 24. MSRs - Fair Value, Rollforward
|
For the year ended
|
||||||
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
2,488
|
|
|
$
|
636
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
238
|
|
|
248
|
|
||
Purchases of servicing assets
|
471
|
|
|
1,546
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
88
|
|
|
377
|
|
||
Other changes in fair value:
|
|
|
|
||||
Scheduled principal payments
|
(85
|
)
|
|
(43
|
)
|
||
Prepayments
(1)
|
(250
|
)
|
|
(276
|
)
|
||
Fair value at the end of the period
|
$
|
2,950
|
|
|
$
|
2,488
|
|
Table 25. MSRs - Fair Value, weighted average assumptions
|
December 31, 2014
|
|
December 31, 2013
|
||
|
|
|
|
||
|
|
|
|
||
Credit Sensitive MSRs
|
|
|
|
||
Discount rate
|
11.96
|
%
|
|
14.17
|
%
|
Total prepayment speeds
|
18.58
|
%
|
|
20.34
|
%
|
Expected weighted-average life (years)
|
5.39 years
|
|
|
4.63 years
|
|
Interest Sensitive MSRs
|
|
|
|
||
Discount rate
|
9.09
|
%
|
|
10.50
|
%
|
Total prepayment speeds
|
11.27
|
%
|
|
8.97
|
%
|
Expected weighted average life (years)
|
6.49 years
|
|
|
7.88 years
|
|
Table 26. Excess Spread Financing
|
For the year ended
|
||||||
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
986
|
|
|
$
|
288
|
|
Additions:
|
|
|
|
||||
New financings
|
171
|
|
|
755
|
|
||
Deductions:
|
|
|
|
||||
Settlements
|
(184
|
)
|
|
(130
|
)
|
||
|
|
|
|
||||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
64
|
|
|
149
|
|
||
Other changes in fair value
|
(6
|
)
|
|
(76
|
)
|
||
Fair value at the end of the period
|
$
|
1,031
|
|
|
$
|
986
|
|
|
|
|
|
||||
Weighted-average assumptions:
|
|
|
|
||||
Mortgage prepayment speeds
|
12.5
|
%
|
|
9.6
|
%
|
||
Average life of mortgage loans
|
5.6 years
|
|
|
4.7 years
|
|
||
Discount rate
|
11.5
|
%
|
|
13.9
|
%
|
Table 27. MSRs Financing Liability - Rollforward
|
For the year ended
|
||||||
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
30
|
|
|
$
|
—
|
|
Additions:
|
|
|
|
||||
New financings
|
52
|
|
|
30
|
|
||
Deductions:
|
|
|
|
||||
Settlements
|
—
|
|
|
—
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
(11
|
)
|
|
—
|
|
||
Other changes in fair value
|
(22
|
)
|
|
—
|
|
||
Fair value at the end of the period
|
$
|
49
|
|
|
$
|
30
|
|
|
|
|
|
||||
Weighted-average assumptions:
|
|
|
|
||||
Advance financing rates
|
2.79
|
%
|
|
2.40
|
%
|
||
Annual advance recovery rates
|
27.55
|
%
|
|
25.20
|
%
|
Table 28. Leveraged Portfolio Characteristics
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
|
|
||||||
Owned forward servicing portfolio - unencumbered
|
$
|
93,673
|
|
|
$
|
72,870
|
|
Owned forward servicing portfolio - transferred to New Residential
|
239,940
|
|
|
249,944
|
|
||
Subserviced forward servicing portfolio
|
19,481
|
|
|
38,965
|
|
||
Total unpaid principal balance
|
$
|
353,094
|
|
|
$
|
361,779
|
|
Table 29. Reverse Portfolio Characteristics
|
For the year ended
|
||||||
($ in millions, except for average loan amount)
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Loan count
|
159,704
|
|
|
168,258
|
|
||
Ending unpaid principal balance
|
$
|
27,982
|
|
|
$
|
28,928
|
|
Average loan amount
|
$
|
175,211
|
|
|
$
|
171,929
|
|
Average coupon
|
2.94
|
%
|
|
2.98
|
%
|
||
Average borrower age
|
79
|
|
|
77
|
|
▪
|
Base of $2.5 million plus 25 basis points of UPB for total loans serviced.
|
▪
|
Tangible Net Worth/Total Asset greater than 6%.
|
▪
|
3.5 basis points of total Agency servicing (Fannie Mae, Freddie Mac, Ginnie Mae) plus
|
▪
|
Incremental 200 basis points of total nonperforming Agency, measured as 90+ delinquencies, servicing in excess of 6% of the total Agency servicing UPB
|
▪
|
Allowable assets for liquidity may including: cash and cash equivalents (unrestricted), available for sale or held for trading investment grade securities (e.g., Agency MBS, Obligations of GSEs, US Treasury Obligations); and unused/available portion of committed servicing advance lines.
|
Table 30. Cash
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
(in millions)
|
|
|
|
|
||||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
299
|
|
|
$
|
442
|
|
Table 31. Operating Cash Flow
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net cash attributable to operating activities
|
$
|
1,059
|
|
|
$
|
(1,834
|
)
|
|
$
|
(1,958
|
)
|
•
|
The decrease in cash proceeds of $2,728 million from proceeds received from the sale of our residential mortgage loans and payments received on mortgage loans.
|
•
|
The origination and purchase of $20,786 million in residential mortgage loans during the year ended December 31, 2014, compared to $25,467 million in mortgage originations and purchases for the comparable 2013 period.
|
•
|
An increase of $596 million cash inflows from working capital primarily due to increased collections on servicer advances.
|
Table 32. Investing Cash Flows
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net cash attributable to investing activities
|
$
|
255
|
|
|
$
|
(1,374
|
)
|
|
$
|
(2,157
|
)
|
Table 33. Financing Cash Flow
|
For the year ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net cash attributable to financing activities
|
$
|
(1,456
|
)
|
|
$
|
3,497
|
|
|
$
|
4,206
|
|
Table 34. Debt
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
(in millions)
|
|
|
|
|
||||
|
|
|
|
|
||||
Advance facilities
|
|
$
|
1,902
|
|
|
$
|
4,550
|
|
Warehouse facilities
|
|
1,573
|
|
|
2,434
|
|
||
Total notes payable
|
|
3,475
|
|
|
6,984
|
|
||
Unsecured senior notes
|
|
$
|
2,159
|
|
|
$
|
2,444
|
|
Year
|
|
Amount
|
||
2015
|
|
$
|
—
|
|
2016
|
|
—
|
|
|
2017
|
|
—
|
|
|
2018
|
|
475
|
|
|
2019
|
|
375
|
|
|
Thereafter
|
|
1,300
|
|
|
Total
|
|
$
|
2,150
|
|
|
Less than 1 Year
|
|
1-3 Years
|
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
|||||||||
Unsecured senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
1,300
|
|
|
$
|
2,150
|
|
Interest expense from unsecured senior notes
|
157
|
|
|
314
|
|
|
265
|
|
|
159
|
|
|
895
|
|
|||||
MBS advance financing facility
|
363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|||||
Securities repurchase facility (2011)
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Nationstar agency advance financing facility (VFN)
|
506
|
|
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||||
Nationstar agency advance financing facility (term)
|
200
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
300
|
|
|||||
Nationstar mortgage advance receivable trust (VFN)
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||
Nationstar mortgage advance receivable trust (term)
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
300
|
|
|||||
MBS advance financing facility (2012)
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
MBS servicer advance facility (2014)
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||
Securities repurchase facility (2014)
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Nationstar servicer advance receivables trust BC - 2014
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||
$1.5 billion warehouse facility
|
663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
663
|
|
|||||
$750 million warehouse facility
|
307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||
$700 million warehouse facility
|
176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|||||
$500 million warehouse facility
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|||||
$200 million warehouse facility
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|||||
$75 million warehouse facility
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
$50 million warehouse facility
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Lease obligations
|
43
|
|
|
46
|
|
|
31
|
|
|
24
|
|
|
144
|
|
|||||
Total
|
$
|
3,274
|
|
|
$
|
360
|
|
|
$
|
1,546
|
|
|
$
|
1,483
|
|
|
$
|
6,663
|
|
(i)
|
MSRs at Fair Value
– We recognize MSRs related to all existing forward residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting. Additionally, we may acquire the rights to service forward residential mortgage loans through the purchase of these rights from third parties. We apply fair value accounting to this class of MSRs, with all changes in fair value recorded as a charge or credit to servicing fee income in the consolidated statements of operations and comprehensive income (loss). We estimate the fair value of these MSRs using a process that combines the
|
(ii)
|
Excess Spread Financing
– In conjunction with the acquisition of certain of our MSRs, we entered into a sale and assignment agreement, which we treat as a financing with New Residential, whereby we sell the right to receive a portion of the excess cash flow generated from a certain underlying MSR portfolio after receipt of a fixed basic servicing fee per loan. We retain all ancillary revenues associated with servicing the portfolio and the remaining portion of the excess cash flow after receipt of the fixed basic servicing fee. We measure this financing arrangement at fair value to more accurately represent the future economic performance of the acquired MSRs and related excess servicing financing, with all changes in fair value recorded as a charge or credit to servicing fee income in the consolidated statements of operations and comprehensive income (loss). We estimate the fair value of this financing using a process that combines the use of a discounted cash flow model and analysis of current market data based on the value of the underlying MSRs. The cash flow assumptions and prepayment assumptions used in the model are based on various factors with the key assumptions being mortgage prepayment speeds, discount rates, and average life.
|
(iii)
|
Mortgage Servicing Rights Financing Liability
– From time to time, we will enter into certain transactions with third parties to sell certain mortgage servicer rights and servicer advances under specified terms. When these transfers qualify for sale treatment, we derecognize the transferred assets on our consolidated balance sheet. We have determined that for a portion of these transactions, the related mortgage servicing rights sales are contingent of the receipt of consents from various third parties. Until these required consents are obtained, legal ownership of the mortgage servicing rights continues to reside with the Company. We continue to account for the mortgage servicing rights on our consolidated balance sheet. In addition, we record a mortgage servicing rights financing liability associated with this financing transaction.
|
•
|
an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance servicing advances
|
•
|
a decrease (increase) in interest rates would generally increase (decrease) prepayment rates and may require us to report a decrease (increase) in the value of our MSRs
|
•
|
a change in prevailing interest rates could impact our earnings from our custodial deposit accounts
|
•
|
an increase in interest rates could generate an increase in delinquency, default and foreclosure rates resulting in an increase in both operating expenses and interest expense and could cause a reduction in the value of our assets
|
•
|
a substantial and sustained increase in prevailing interest rates could adversely affect our loan originations volume because refinancing an existing loan would be less attractive and qualifying for a loan may be more difficult
|
•
|
an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance loan originations
|
Change in Fair Value
|
December 31, 2014
|
||||||
(in thousands)
|
Down 25 bps
|
|
Up 25 bps
|
||||
Increase (decrease) in assets
|
|
|
|
||||
Mortgage loans held for sale
|
$
|
12,038
|
|
|
$
|
(13,719
|
)
|
Mortgage servicing rights – fair value
|
(73,337
|
)
|
|
57,000
|
|
||
Derivative financial instruments:
|
|
|
|
||||
Interest Rate Lock Commitments
|
13,712
|
|
|
(16,457
|
)
|
||
Total change in assets
|
(47,587
|
)
|
|
26,824
|
|
||
Increase (decrease) in liabilities
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
||||
Interest rate swaps and caps
|
764
|
|
|
(756
|
)
|
||
Forward MBS trades
|
23,939
|
|
|
(27,348
|
)
|
||
Mortgage servicing rights liability
|
(9,111
|
)
|
|
9,855
|
|
||
Excess spread financing (at fair value)
|
(14,251
|
)
|
|
7,249
|
|
||
Total change in liabilities
|
1,341
|
|
|
(11,000
|
)
|
||
Total, net change
|
$
|
(48,928
|
)
|
|
$
|
37,824
|
|
•
|
increase in delinquencies for the loans we service, our ability to refinance existing loans, and increases in defaults;
|
•
|
our ability to maintain or grow the size of our servicing portfolio;
|
•
|
our ability to meet certain criteria or characteristics under the indentures governing our securitized pools of loans;
|
•
|
our ability to obtain sufficient capital to meet our financing requirements;
|
•
|
changes in prevailing interest rates;
|
•
|
a significant change in guidelines of GSEs;
|
•
|
changes in our business relationships with the Fannie Mae, Freddie Mac and Ginnie Mae;
|
•
|
changes to the nature of the guarantees of Fannie Mae and Freddie Mac and the market implications of such changes;
|
•
|
our ability to effectively develop, market, sell and implement new technology;
|
•
|
modification or the licensing of entities that engage in these activities;
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
299,002
|
|
|
$
|
441,902
|
|
Restricted cash
|
285,530
|
|
|
592,747
|
|
||
Mortgage servicing rights, $2,949,739 and $2,488,283 at fair value, respectively
|
2,961,321
|
|
|
2,503,162
|
|
||
Advances
|
2,546,362
|
|
|
5,002,202
|
|
||
Reverse mortgage interests, $279,564 and $0 subject to nonrecourse debt, respectively
|
2,383,647
|
|
|
1,528,000
|
|
||
Mortgage loans held for sale, $1,277,931 and $2,585,340 at fair value, respectively
|
1,277,931
|
|
|
2,603,380
|
|
||
Mortgage loans held for investment, net of allowance for loan losses of $3,531 and $2,144, respectively
|
191,569
|
|
|
211,050
|
|
||
Property and equipment, net of accumulated depreciation of $69,721 and $74,723, respectively
|
129,611
|
|
|
119,185
|
|
||
Derivative financial instruments
|
91,051
|
|
|
123,878
|
|
||
Other assets
|
946,651
|
|
|
901,183
|
|
||
Total assets
|
$
|
11,112,675
|
|
|
$
|
14,026,689
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
||||
Unsecured senior notes
|
$
|
2,159,231
|
|
|
$
|
2,444,062
|
|
Advance facilities
|
1,901,783
|
|
|
4,550,424
|
|
||
Warehouse facilities
|
1,572,622
|
|
|
2,433,927
|
|
||
Payables and accrued liabilities
|
1,322,078
|
|
|
1,308,450
|
|
||
MSR related liabilities - nonrecourse
|
1,080,465
|
|
|
1,016,284
|
|
||
Mortgage servicing liabilities
|
65,382
|
|
|
82,521
|
|
||
Derivative financial instruments
|
18,525
|
|
|
8,526
|
|
||
Other nonrecourse debt
|
1,768,311
|
|
|
1,192,597
|
|
||
Total liabilities
|
9,888,397
|
|
|
13,036,791
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Preferred stock at $0.01 par value - 300,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock at $0.01 par value - 1,000,000 shares authorized, 90,999 shares and 90,162 shares issued, respectively
|
910
|
|
|
906
|
|
||
Additional paid-in-capital
|
587,446
|
|
|
566,642
|
|
||
Retained earnings
|
643,059
|
|
|
422,341
|
|
||
Treasury shares; 602 shares and 168 shares at cost, respectively
|
(12,433
|
)
|
|
(6,944
|
)
|
||
Accumulated other comprehensive income
|
—
|
|
|
1,963
|
|
||
Total Nationstar stockholders' equity
|
1,218,982
|
|
|
984,908
|
|
||
Noncontrolling interest
|
5,296
|
|
|
4,990
|
|
||
Total equity
|
1,224,278
|
|
|
989,898
|
|
||
Total liabilities and equity
|
$
|
11,112,675
|
|
|
$
|
14,026,689
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service related
|
|
$
|
1,375,862
|
|
|
$
|
1,384,222
|
|
|
$
|
497,151
|
|
Net gain on mortgage loans held for sale
|
|
597,206
|
|
|
702,763
|
|
|
487,164
|
|
|||
Total revenues
|
|
1,973,068
|
|
|
2,086,985
|
|
|
984,315
|
|
|||
Expenses and impairments:
|
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
|
642,936
|
|
|
679,637
|
|
|
358,455
|
|
|||
General and administrative
|
|
682,502
|
|
|
691,796
|
|
|
206,804
|
|
|||
Occupancy
|
|
32,253
|
|
|
30,845
|
|
|
16,786
|
|
|||
Total expenses and impairments
|
|
1,357,691
|
|
|
1,402,278
|
|
|
582,045
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
179,592
|
|
|
197,220
|
|
|
71,586
|
|
|||
Interest expense
|
|
(516,387
|
)
|
|
(538,805
|
)
|
|
(197,308
|
)
|
|||
Gain on disposal of property
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|||
Contract termination fees, net
|
|
—
|
|
|
—
|
|
|
15,600
|
|
|||
Loss on equity method investments
|
|
—
|
|
|
—
|
|
|
(14,571
|
)
|
|||
Gain (loss) on interest rate swaps and caps
|
|
2,404
|
|
|
3,132
|
|
|
(994
|
)
|
|||
Total other income (expense)
|
|
(329,493
|
)
|
|
(338,453
|
)
|
|
(125,687
|
)
|
|||
Income before taxes
|
|
285,884
|
|
|
346,254
|
|
|
276,583
|
|
|||
Income tax expense
|
|
64,860
|
|
|
129,200
|
|
|
71,296
|
|
|||
Net income
|
|
221,024
|
|
|
217,054
|
|
|
205,287
|
|
|||
Less: Net gain (loss) attributable to noncontrolling interests
|
|
306
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Nationstar
|
|
220,718
|
|
|
217,054
|
|
|
205,287
|
|
|||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
||||||
Change in value of designated cash flow hedge, net of tax of ($1,183), $1,183, and $0, respectively
|
|
(1,963
|
)
|
|
1,963
|
|
|
—
|
|
|||
Comprehensive income
|
|
$
|
218,755
|
|
|
$
|
219,017
|
|
|
$
|
205,287
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.47
|
|
|
$
|
2.43
|
|
|
$
|
2.41
|
|
Diluted earnings per share
|
|
$
|
2.45
|
|
|
$
|
2.40
|
|
|
$
|
2.40
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
89,521
|
|
|
89,415
|
|
|
85,328
|
|
|||
Dilutive effect of stock awards
|
|
499
|
|
|
853
|
|
|
196
|
|
|||
Diluted
|
|
90,020
|
|
|
90,268
|
|
|
85,524
|
|
|||
Dividends declared per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common Shares
|
|
Members’
Units
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Shares
|
|
Common shares held by subsidiary
|
|
Accumulated Other
Comprehensive Income
|
|
Total Nationstar Equity
|
|
Non-controlling interests
|
|
Total Stockholders' Equity
|
|||||||||||||||||||||
As of December 31, 2011
|
—
|
|
|
$
|
281,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
281,309
|
|
|
$
|
—
|
|
|
$
|
281,309
|
|
|
Contributions from Parent - FIF HE
|
—
|
|
|
12,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,764
|
|
|
—
|
|
|
12,764
|
|
||||||||||
LLC conversion of equity to common shares
|
70,000
|
|
|
(294,073
|
)
|
|
700
|
|
|
293,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Common stock issuance
|
19,167
|
|
|
—
|
|
|
192
|
|
|
246,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,700
|
|
|
—
|
|
|
246,700
|
|
||||||||||
Shares issued under incentive plan
|
1,293
|
|
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
13,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,342
|
|
|
—
|
|
|
13,342
|
|
||||||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,846
|
|
|
—
|
|
|
2,846
|
|
||||||||||
Withholding tax related to share based settlement of common stock by management
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,566
|
)
|
|
—
|
|
|
(4,566
|
)
|
|
—
|
|
|
(4,566
|
)
|
||||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,287
|
|
|
—
|
|
|
205,287
|
|
||||||||||
As of December 31, 2012
|
90,460
|
|
|
—
|
|
|
905
|
|
|
556,056
|
|
|
205,287
|
|
|
—
|
|
|
(4,566
|
)
|
|
—
|
|
|
757,682
|
|
|
—
|
|
|
757,682
|
|
||||||||||
Shares issued under incentive plan
|
82
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Change in value of cash flow hedge, net of tax of $1,183
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,963
|
|
|
1,963
|
|
|
—
|
|
|
1,963
|
|
||||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
10,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,574
|
|
|
—
|
|
|
10,574
|
|
||||||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,579
|
|
|
—
|
|
|
4,579
|
|
||||||||||
Shares acquired by Nationstar related to incentive compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,944
|
)
|
|
—
|
|
|
—
|
|
|
(6,944
|
)
|
|
—
|
|
|
(6,944
|
)
|
||||||||||
Shares canceled
|
(212
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4,564
|
)
|
|
—
|
|
|
—
|
|
|
4,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Contributions from joint venture members to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,990
|
|
|
4,990
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,054
|
|
|
—
|
|
|
217,054
|
|
||||||||||
As of December 31, 2013
|
90,330
|
|
|
—
|
|
|
906
|
|
|
566,642
|
|
|
422,341
|
|
|
(6,944
|
)
|
|
—
|
|
|
1,963
|
|
|
984,908
|
|
|
4,990
|
|
|
989,898
|
|
||||||||||
Shares (including forfeitures) issued under incentive plan
|
1,271
|
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Change in the value of cash flow hedge, net of tax of $1,183
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,963
|
)
|
|
(1,963
|
)
|
|
—
|
|
|
(1,963
|
)
|
||||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
18,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,565
|
|
|
—
|
|
|
18,565
|
|
||||||||||
Excess tax benefit from share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
|
—
|
|
|
2,243
|
|
||||||||||
Shares acquired by Nationstar related to incentive compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,489
|
)
|
|
—
|
|
|
—
|
|
|
(5,489
|
)
|
|
—
|
|
|
(5,489
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,718
|
|
|
306
|
|
|
221,024
|
|
||||||||||
As of December 31, 2014
|
91,601
|
|
|
$
|
—
|
|
|
$
|
910
|
|
|
$
|
587,446
|
|
|
$
|
643,059
|
|
|
$
|
(12,433
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,218,982
|
|
|
$
|
5,296
|
|
|
$
|
1,224,278
|
|
|
For the year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income attributable to Nationstar
|
$
|
220,718
|
|
|
$
|
217,054
|
|
|
$
|
205,287
|
|
Reconciliation of net income to net cash attributable to operating activities:
|
|
|
|
|
|
||||||
Share-based compensation
|
18,565
|
|
|
10,574
|
|
|
13,342
|
|
|||
Excess tax benefit from share based
|
(2,243
|
)
|
|
(4,579
|
)
|
|
(2,846
|
)
|
|||
Loss on foreclosed real estate and other
|
10,288
|
|
|
13,316
|
|
|
5,217
|
|
|||
Gain on mortgage loans held for sale
|
(597,206
|
)
|
|
(702,763
|
)
|
|
(487,164
|
)
|
|||
Mortgage loans originated and purchased, net of fees
|
(20,785,640
|
)
|
|
(25,466,754
|
)
|
|
(7,904,052
|
)
|
|||
Proceeds on sale of and payments of mortgage loans held for sale and held for investment
|
22,290,252
|
|
|
25,018,375
|
|
|
7,197,722
|
|
|||
(Gain) / loss on derivatives including hedge ineffectiveness
|
(2,404
|
)
|
|
(6,080
|
)
|
|
994
|
|
|||
Cash settlement on derivative financial instruments
|
1,352
|
|
|
(4,544
|
)
|
|
—
|
|
|||
Depreciation and amortization
|
40,166
|
|
|
26,615
|
|
|
9,620
|
|
|||
Amortization (accretion) of premiums/discounts
|
13,330
|
|
|
52,531
|
|
|
9,635
|
|
|||
Fair value changes in excess spread financing
|
57,554
|
|
|
73,333
|
|
|
10,683
|
|
|||
Fair value changes and amortization/accretion of mortgage servicing rights
|
233,537
|
|
|
(59,101
|
)
|
|
63,122
|
|
|||
Fair value changes mortgage servicing rights financing liability
|
(33,279
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on equity method investments
|
—
|
|
|
—
|
|
|
14,571
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Advances
|
322,519
|
|
|
(465,775
|
)
|
|
(558,208
|
)
|
|||
Reverse mortgage interests
|
(952,191
|
)
|
|
(734,220
|
)
|
|
(636,533
|
)
|
|||
Other assets
|
243,300
|
|
|
(449,243
|
)
|
|
(198,807
|
)
|
|||
Payables and accrued liabilities
|
(19,983
|
)
|
|
647,320
|
|
|
299,301
|
|
|||
Net cash attributable to operating activities
|
1,058,635
|
|
|
(1,833,941
|
)
|
|
(1,958,116
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Property and equipment additions, net of disposals
|
(56,405
|
)
|
|
(48,859
|
)
|
|
(25,356
|
)
|
|||
Proceeds from the sale of building
|
10,412
|
|
|
—
|
|
|
—
|
|
|||
Purchases of reverse mortgage servicing rights and interests
|
—
|
|
|
(19,189
|
)
|
|
(37,911
|
)
|
|||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
(471,249
|
)
|
|
(1,527,645
|
)
|
|
(2,070,375
|
)
|
|||
Loan repurchases from Ginnie Mae
|
(44,079
|
)
|
|
(19,863
|
)
|
|
(24,329
|
)
|
|||
Proceeds from sales of REO
|
65,653
|
|
|
52,767
|
|
|
679
|
|
|||
Proceeds on sale of servicer advances
|
768,449
|
|
|
277,455
|
|
|
—
|
|
|||
Acquisitions, net
|
(18,000
|
)
|
|
(88,200
|
)
|
|
—
|
|
|||
Net cash attributable to investing activities
|
254,781
|
|
|
(1,373,534
|
)
|
|
(2,157,292
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Transfers (to/) from restricted cash, net
|
290,803
|
|
|
(232,695
|
)
|
|
(321,691
|
)
|
|||
Issuance of unsecured senior notes, net
|
—
|
|
|
1,365,244
|
|
|
770,699
|
|
|||
Repayment of Senior Unsecured Notes
|
(285,000
|
)
|
|
—
|
|
|
—
|
|
|||
Debt financing costs
|
(13,067
|
)
|
|
(53,529
|
)
|
|
(23,213
|
)
|
|||
Increase (decrease) in notes payable
|
(1,875,158
|
)
|
|
1,240,750
|
|
|
2,728,407
|
|
|||
Proceeds from 2014-1 HECM Securitization
|
61,680
|
|
|
—
|
|
|
—
|
|
|||
Repayment of 2014-1 HECM Securitization
|
(9,750
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of excess spread financing
|
171,317
|
|
|
753,002
|
|
|
272,617
|
|
|||
Repayment of excess spread financing
|
(184,246
|
)
|
|
(130,355
|
)
|
|
(39,865
|
)
|
|||
Increase in participating interest financing in reverse mortgage interest
|
352,945
|
|
|
535,216
|
|
|
582,897
|
|
|||
Proceeds from mortgage servicing rights financing
|
52,835
|
|
|
29,874
|
|
|
—
|
|
|||
Repayment of nonrecourse debt – Legacy assets
|
(15,429
|
)
|
|
(13,404
|
)
|
|
(13,785
|
)
|
|||
Contributions from joint venture member to noncontrolling interests
|
—
|
|
|
4,990
|
|
|
—
|
|
|||
Excess tax benefit from share based
|
2,243
|
|
|
4,579
|
|
|
2,846
|
|
|||
Redemption of shares for stock vesting
|
(5,489
|
)
|
|
(6,944
|
)
|
|
—
|
|
|||
Issuance of common stock, net of IPO issuance costs
|
—
|
|
|
—
|
|
|
246,700
|
|
|||
Net cash attributable to financing activities
|
(1,456,316
|
)
|
|
3,496,728
|
|
|
4,205,612
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(142,900
|
)
|
|
289,253
|
|
|
90,204
|
|
|||
Cash and cash equivalents at beginning of period
|
441,902
|
|
|
152,649
|
|
|
62,445
|
|
|||
Cash and cash equivalents at end of period
|
$
|
299,002
|
|
|
$
|
441,902
|
|
|
$
|
152,649
|
|
Supplemental disclosures of cash activities
|
|
|
|
|
|
||||||
Cash paid for interest expense
|
$
|
515,152
|
|
|
$
|
441,333
|
|
|
$
|
154,913
|
|
Net cash (received)/paid for income taxes
|
1,781
|
|
|
114,454
|
|
|
42,645
|
|
|||
Supplemental disclosures of non-cash activities
|
|
|
|
|
|
||||||
Transfer of mortgage loans held for investment to REO at fair value
|
3,768
|
|
|
15,302
|
|
|
4,295
|
|
|||
Transfer of reverse mortgage interest to REO at fair value
|
96,544
|
|
|
24,282
|
|
|
—
|
|
|||
Mortgage servicing rights resulting from sale or securitization of mortgage loans
|
238,292
|
|
|
248,381
|
|
|
58,607
|
|
|||
Tax related share-based settlement of common stock
|
—
|
|
|
—
|
|
|
4,566
|
|
|||
Change in value of cash flow hedge–accumulated other comprehensive income
|
(1,963
|
)
|
|
1,963
|
|
|
—
|
|
|||
Payable to seller of forward mortgage servicing rights
|
43,588
|
|
|
6,448
|
|
|
48,146
|
|
MSRs and Related Liabilities
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
|
||||
MSRs - Fair Value
|
$
|
2,949,739
|
|
|
$
|
2,488,283
|
|
MSRs - LOCOM
|
11,582
|
|
|
14,879
|
|
||
Mortgage Servicing Rights
|
2,961,321
|
|
|
2,503,162
|
|
||
|
|
|
|
||||
Mortgage Servicing Liabilities
|
65,382
|
|
|
82,521
|
|
||
|
|
|
|
||||
Excess spread financing - fair value
|
1,031,035
|
|
|
986,410
|
|
||
Mortgage servicing rights financing liability - fair value
|
49,430
|
|
|
29,874
|
|
||
MSR Related Liabilities (nonrecourse)
|
$
|
1,080,465
|
|
|
$
|
1,016,284
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Credit Sensitive
|
$
|
241,769,601
|
|
|
$
|
1,919,290
|
|
|
$
|
266,757,777
|
|
|
$
|
1,818,315
|
|
Interest Sensitive
|
91,843,044
|
|
|
1,030,449
|
|
|
56,056,362
|
|
|
669,968
|
|
||||
|
$
|
333,612,645
|
|
|
$
|
2,949,739
|
|
|
$
|
322,814,139
|
|
|
$
|
2,488,283
|
|
|
For the year ended
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
Fair value at the beginning of the period
|
$
|
2,488,283
|
|
|
$
|
635,860
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
238,292
|
|
|
248,381
|
|
||
Purchases of servicing assets
|
470,543
|
|
|
1,545,584
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
87,434
|
|
|
377,486
|
|
||
Other changes in fair value
|
(334,813
|
)
|
|
(319,028
|
)
|
||
Fair value at the end of the period
|
$
|
2,949,739
|
|
|
$
|
2,488,283
|
|
Credit Sensitive
|
December 31, 2014
|
|
December 31, 2013
|
||
Discount rate
|
11.96
|
%
|
|
14.17
|
%
|
Total prepayment speeds
|
18.58
|
%
|
|
20.34
|
%
|
Expected weighted-average life
|
5.39 years
|
|
|
4.63 years
|
|
Interest Sensitive
|
December 31, 2014
|
|
December 31, 2013
|
||
Discount rate
|
9.09
|
%
|
|
10.50
|
%
|
Total prepayment speeds
|
11.27
|
%
|
|
8.97
|
%
|
Expected weighted-average life
|
6.49 years
|
|
|
7.88 years
|
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
||||||||||
|
100 bps
Adverse
Change
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
||||||||
December 31, 2014
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(110,900
|
)
|
$
|
(207,295
|
)
|
|
$
|
(112,603
|
)
|
$
|
(199,078
|
)
|
December 31, 2013
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(74,681
|
)
|
$
|
(151,899
|
)
|
|
$
|
(101,590
|
)
|
$
|
(195,445
|
)
|
|
For the year ended
|
||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Activity of MSRs at amortized cost
|
|
|
|
|
|
|
|
||||||||
Balance at the beginning of the period
|
$
|
14,879
|
|
|
$
|
82,521
|
|
|
$
|
10,973
|
|
|
$
|
83,238
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Purchase /Assumptions of servicing rights/obligations
|
—
|
|
|
—
|
|
|
3,980
|
|
|
—
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Amortization/Accretion
|
(3,297
|
)
|
|
(17,139
|
)
|
|
(74
|
)
|
|
(717
|
)
|
||||
Balance at end of the period
|
$
|
11,582
|
|
|
$
|
65,382
|
|
|
$
|
14,879
|
|
|
$
|
82,521
|
|
Fair value at end of period
|
$
|
34,225
|
|
|
$
|
55,388
|
|
|
$
|
29,192
|
|
|
$
|
63,996
|
|
Excess Spread financing
|
Prepayment Speeds
|
|
Average
Life (years)
|
|
Discount
Rate
|
|
Recapture Rate
|
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
Low
|
6.2%
|
|
4.0 years
|
|
8.5%
|
|
6.7%
|
High
|
19.4%
|
|
7.1 years
|
|
14.2%
|
|
31.3%
|
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
Low
|
4.0%
|
|
3.4 years
|
|
10.1%
|
|
5.0%
|
High
|
17.6%
|
|
5.7 years
|
|
20.0%
|
|
35.8%
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
||||||||||
|
100 bps
Adverse
Change
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
||||||||
December 31, 2014
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
36,632
|
|
$
|
75,964
|
|
|
$
|
33,618
|
|
$
|
70,379
|
|
December 31, 2013
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
33,156
|
|
$
|
68,636
|
|
|
$
|
26,492
|
|
$
|
53,753
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||
Advance financing rates
|
2.79
|
%
|
|
2.40
|
%
|
Annual advance recovery rates
|
27.55
|
%
|
|
25.20
|
%
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Advances
|
$
|
2,546,362
|
|
|
$
|
5,002,202
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Participating interests
|
$
|
1,363,225
|
|
|
$
|
1,039,645
|
|
Other loans securitized
|
279,564
|
|
|
—
|
|
||
Unsecuritized loans
|
744,916
|
|
|
489,157
|
|
||
Allowance for losses - reverse mortgage interests
|
(4,058
|
)
|
|
(802
|
)
|
||
Total reverse mortgage interests
|
$
|
2,383,647
|
|
|
$
|
1,528,000
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Mortgage loans held for sale – unpaid principal balance
|
$
|
1,218,596
|
|
|
$
|
2,532,881
|
|
Mark-to-market adjustment, included in Gain on Mortgage Loans Held for Sale
|
59,335
|
|
|
70,499
|
|
||
Total mortgage loans held for sale
|
$
|
1,277,931
|
|
|
$
|
2,603,380
|
|
|
For the year ended
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
Mortgage loans held for sale – beginning balance
|
$
|
2,603,380
|
|
|
$
|
1,480,537
|
|
Mortgage loans originated and purchased, net of fees
|
20,558,305
|
|
|
25,620,965
|
|
||
Proceeds on sale of and payments of mortgage loans held for sale
|
(21,880,403
|
)
|
|
(24,501,261
|
)
|
||
Transfer of mortgage loans held for sale to held for investment or other assets
|
(3,351
|
)
|
|
3,139
|
|
||
Mortgage loans held for sale – ending balance
|
$
|
1,277,931
|
|
|
$
|
2,603,380
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Mortgage loans held for investment, net – unpaid principal balance
|
$
|
276,820
|
|
|
$
|
305,085
|
|
Transfer discount:
|
|
|
|
||||
Accretable
|
(15,503
|
)
|
|
(17,362
|
)
|
||
Non-accretable
|
(66,217
|
)
|
|
(74,529
|
)
|
||
Allowance for loan losses
|
(3,531
|
)
|
|
(2,144
|
)
|
||
Total mortgage loans held for investment, net
|
$
|
191,569
|
|
|
$
|
211,050
|
|
|
For the year ended
|
||||||
Accretable Yield
|
December 31, 2014
|
|
December 31, 2013
|
||||
Balance at the beginning of the period
|
$
|
17,362
|
|
|
$
|
19,749
|
|
Accretion
|
(2,955
|
)
|
|
(3,235
|
)
|
||
Reclassifications from nonaccretable discount
|
1,096
|
|
|
848
|
|
||
Balance at the end of the period
|
$
|
15,503
|
|
|
$
|
17,362
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Credit Quality by Delinquency Status
|
|
|
|
||||
Performing
|
$
|
196,323
|
|
|
$
|
218,262
|
|
Non-Performing
|
80,497
|
|
|
86,823
|
|
||
Total
|
$
|
276,820
|
|
|
$
|
305,085
|
|
Credit Quality by Loan-to-Value Ratio
|
|
|
|
||||
Less than 60
|
$
|
29,639
|
|
|
$
|
32,885
|
|
Less than 70 and more than 60
|
18,078
|
|
|
14,633
|
|
||
Less than 80 and more than 70
|
18,931
|
|
|
23,075
|
|
||
Less than 90 and more than 80
|
24,088
|
|
|
25,536
|
|
||
Less than 100 and more than 90
|
24,135
|
|
|
25,686
|
|
||
Greater than 100
|
161,949
|
|
|
183,270
|
|
||
Total
|
$
|
276,820
|
|
|
$
|
305,085
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
Range of Estimated
Useful Life
|
||||
Furniture, fixtures and equipment
|
$
|
39,561
|
|
|
$
|
65,408
|
|
|
3 - 5 years
|
Capitalized software costs
|
72,673
|
|
|
52,582
|
|
|
5 years
|
||
Long-term capital leases - computer equipment
|
48,451
|
|
|
42,856
|
|
|
5 years
|
||
Building and leasehold improvements
|
16,638
|
|
|
13,984
|
|
|
Varies
|
||
Software in development
|
21,174
|
|
|
18,243
|
|
|
|
||
|
198,497
|
|
|
193,073
|
|
|
|
||
Less: Accumulated depreciation and amortization
|
(69,721
|
)
|
|
(74,723
|
)
|
|
|
||
Plus: Land
|
835
|
|
|
835
|
|
|
|
||
Total property and equipment, net
|
$
|
129,611
|
|
|
$
|
119,185
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Receivables from trusts, agencies and prior servicers
|
$
|
350,179
|
|
|
$
|
203,385
|
|
Accrued revenues
|
154,436
|
|
|
134,440
|
|
||
Loans subject to repurchase right from Ginnie Mae
|
131,592
|
|
|
120,736
|
|
||
Real estate owned, net
|
107,034
|
|
|
45,632
|
|
||
Goodwill
|
54,701
|
|
|
38,820
|
|
||
Deferred financing costs
|
46,986
|
|
|
73,030
|
|
||
Intangible assets
|
19,622
|
|
|
21,737
|
|
||
Prepaid expenses
|
9,837
|
|
|
21,993
|
|
||
Collateral deposits on derivative instruments
|
9,810
|
|
|
25,932
|
|
||
Receivables from affiliates
|
4,713
|
|
|
8,861
|
|
||
Accrued interest
|
1,890
|
|
|
6,970
|
|
||
Other
|
55,851
|
|
|
199,647
|
|
||
Total other assets
|
$
|
946,651
|
|
|
$
|
901,183
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Balance at beginning of period
|
$
|
38,820
|
|
|
$
|
—
|
|
Goodwill acquired during the period
|
15,881
|
|
|
38,820
|
|
||
Balance at end of period
|
$
|
54,701
|
|
|
$
|
38,820
|
|
|
December 31, 2014
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life
|
||||||
Trade name
|
$
|
18,595
|
|
|
$
|
(2,934
|
)
|
|
$
|
15,661
|
|
|
8.4
|
Customer relationships
|
4,143
|
|
|
(747
|
)
|
|
3,396
|
|
|
8.2
|
|||
Licenses
|
557
|
|
|
—
|
|
|
557
|
|
|
Indefinite
|
|||
Trademark
|
8
|
|
|
—
|
|
|
8
|
|
|
Indefinite
|
|||
|
$
|
23,303
|
|
|
$
|
(3,681
|
)
|
|
$
|
19,622
|
|
|
8.4
|
|
December 31, 2013
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life
|
||||||
Trade name
|
$
|
18,530
|
|
|
$
|
(1,081
|
)
|
|
$
|
17,449
|
|
|
9.4
|
Customer relationships
|
4,070
|
|
|
(339
|
)
|
|
3,731
|
|
|
9.2
|
|||
Licenses
|
557
|
|
|
—
|
|
|
557
|
|
|
Indefinite
|
|||
|
$
|
23,157
|
|
|
$
|
(1,420
|
)
|
|
$
|
21,737
|
|
|
9.4
|
Amortization Expense
|
|||
2015
|
$
|
2,277
|
|
2016
|
2,277
|
|
|
2017
|
2,277
|
|
|
2018
|
2,277
|
|
|
2019
|
2,277
|
|
|
Thereafter
|
7,672
|
|
|
Total future amortization expense
|
$
|
19,057
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Advance Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
MBS advance financing facility
(1)
|
LIBOR+2.50% to 4.00%
|
|
March 2015
|
|
Servicing advance receivables
|
|
$
|
475,000
|
|
|
$
|
363,014
|
|
|
$
|
418,126
|
|
|
$
|
560,814
|
|
|
$
|
651,953
|
|
Securities repurchase facility (2011)
|
LIBOR +3.50%
|
|
90 day revolving
|
|
Nonrecourse debt - Legacy Assets
|
|
$
|
—
|
|
|
34,613
|
|
|
55,603
|
|
|
35,546
|
|
|
55,603
|
|
||||
Nationstar agency advance financing facility
(2)
|
LIBOR+1.20% to 3.75%
|
|
October 2015
|
|
Servicing advance receivables
|
|
$
|
1,100,000
|
|
|
805,706
|
|
|
885,115
|
|
|
851,957
|
|
|
918,574
|
|
||||
Reverse participations financing facility
(3)
|
LIBOR+4.00%
|
|
June 2014
|
|
Reverse
mortgage loans
|
|
$
|
150,000
|
|
|
—
|
|
|
—
|
|
|
102,031
|
|
|
124,536
|
|
||||
MBS advance financing facility (2012)
|
LIBOR+5.00%
|
|
April 2015
|
|
Servicing advance receivables
|
|
$
|
50,000
|
|
|
42,472
|
|
|
50,758
|
|
|
179,306
|
|
|
220,833
|
|
||||
Nationstar Mortgage Advance Receivable
Trust (4) |
LIBOR+1.15% to 5.30%
|
|
June 2018
|
|
Servicing advance receivables
|
|
$
|
475,000
|
|
|
419,170
|
|
|
471,243
|
|
|
1,240,940
|
|
|
1,347,410
|
|
||||
MBS servicer advance facility (2014)
|
LIBOR+3.50%
|
|
July 2015
|
|
Servicing advance receivables
|
|
$
|
80,000
|
|
|
79,084
|
|
|
138,010
|
|
|
—
|
|
|
—
|
|
||||
Nationstar servicer advance receivables trust 2014 - BC
|
LIBOR+1.50% to 3.00%
|
|
November 2015
|
|
Servicing advance receivables
|
|
$
|
200,000
|
|
|
106,115
|
|
|
121,030
|
|
|
—
|
|
|
—
|
|
||||
Securities repurchase facility (2014)
|
LIBOR+1.50% to 2.00%
|
|
November 2017
|
|
HECM Security Interest
|
|
$
|
—
|
|
|
51,609
|
|
|
74,525
|
|
|
—
|
|
|
—
|
|
||||
Nationstar servicer advance receivables trust 2013 - BA
(5)
|
LIBOR +2.50%
|
|
June 2014
|
|
Servicing advance receivables
|
|
$
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,579,830
|
|
|
1,764,296
|
|
||||
|
|
|
|
|
|
|
|
|
1,901,783
|
|
|
2,214,410
|
|
|
4,550,424
|
|
|
5,083,205
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Warehouse Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$1.5 billion warehouse facility
|
LIBOR+2.00% to 2.875%
|
|
October 2015
|
|
Mortgage loans or MBS
|
|
$
|
1,500,000
|
|
|
663,167
|
|
|
697,257
|
|
|
797,281
|
|
|
891,648
|
|
||||
$750 million warehouse facility
|
LIBOR+1.75% to 2.50%
|
|
April 2015
|
|
Mortgage loans or MBS
|
|
$
|
750,000
|
|
|
307,294
|
|
|
320,285
|
|
|
639,378
|
|
|
673,599
|
|
||||
$500 million warehouse facility
|
LIBOR+1.75% to 2.75%
|
|
September 2015
|
|
Mortgage loans or MBS
|
|
$
|
500,000
|
|
|
176,194
|
|
|
179,994
|
|
|
111,980
|
|
|
115,629
|
|
||||
$500 million warehouse facility
|
LIBOR+0.75% to 3.50%
|
|
June 2015
|
|
Mortgage loans or MBS
|
|
$
|
500,000
|
|
|
—
|
|
|
—
|
|
|
214,570
|
|
|
224,162
|
|
||||
$500 million warehouse facility
|
LIBOR+ 1.50% to 2.25%
|
|
June 2015
|
|
Mortgage loans or MBS
|
|
$
|
500,000
|
|
|
183,290
|
|
|
192,990
|
|
|
447,926
|
|
|
477,980
|
|
||||
$300 million warehouse facility
(6)
|
LIBOR +2.50%
|
|
September 2014
|
|
Mortgage loans or MBS
|
|
$
|
300,000
|
|
|
—
|
|
|
—
|
|
|
159,435
|
|
|
166,482
|
|
||||
$200 million warehouse facility
(7)
|
LIBOR+2.75% to 3.25%
|
|
February 2015
|
|
Mortgage loans or MBS
|
|
$
|
200,000
|
|
|
210,049
|
|
|
$
|
223,849
|
|
|
63,357
|
|
|
93,098
|
|
|||
$75 million warehouse facility (HCM)
(8)
|
LIBOR+ 2.25% to 2.875%
|
|
October 2015
|
|
Mortgage loans or MBS
|
|
$
|
125,000
|
|
|
23,949
|
|
|
29,324
|
|
|
—
|
|
|
—
|
|
||||
$50 million warehouse facility (HCM)
|
LIBOR + 2.50% to 2.75%
|
|
November 2015
|
|
Mortgage loans or MBS
|
|
$
|
50,000
|
|
|
8,679
|
|
|
9,044
|
|
|
—
|
|
|
—
|
|
||||
ASAP+ facility
|
LIBOR+1.50%
|
|
Up to 45 days
|
|
GSE mortgage loans or GSE MBS
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
1,572,622
|
|
|
$
|
1,652,743
|
|
|
$
|
2,433,927
|
|
|
$
|
2,642,598
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loans held for sale
|
|
|
|
|
|
|
|
1,196,956
|
|
|
1,241,043
|
|
|
2,297,042
|
|
|
2,464.703
|
|
|||||||
Reverse mortgage interests
|
|
|
|
|
|
|
|
375,666
|
|
|
411,700
|
|
|
136,885
|
|
|
177.895
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
|||
$285 million face value, 10.875% interest rate payable semi-annually, due April 2015
|
$
|
—
|
|
|
$
|
283,153
|
|
$475 million face value, 6.500% interest rate payable semi-annually, due August 2018
|
475,000
|
|
|
475,000
|
|
||
$375 million face value, 9.625% interest rate payable semi-annually, due May 2019
|
378,555
|
|
|
379,360
|
|
||
$400 million face value, 7.875% interest rate payable semi-annually, due October 2020
|
400,541
|
|
|
400,634
|
|
||
$600 million face value, 6.500% interest rate payable semi-annually, due July 2021
|
605,135
|
|
|
605,915
|
|
||
$300 million face value, 6.500% interest rate payable semi-annually, due June 2022
|
300,000
|
|
|
300,000
|
|
||
Total
|
$
|
2,159,231
|
|
|
$
|
2,444,062
|
|
Year
|
Amount
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
475,000
|
|
|
2019
|
375,000
|
|
|
Thereafter
|
1,300,000
|
|
|
Total
|
$
|
2,150,000
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Participating interest financing
|
$
|
1,433,145
|
|
|
$
|
1,103,490
|
|
2014-1 HECM securitization
|
259,328
|
|
|
—
|
|
||
Nonrecourse debt - Legacy Assets
|
75,838
|
|
|
89,107
|
|
||
Total
|
$
|
1,768,311
|
|
|
$
|
1,192,597
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
||
Payables to servicing and subservicing investors
|
$
|
329,306
|
|
|
$
|
359,214
|
|
Payable to insurance carriers and insurance cancellation reserves
|
163,381
|
|
|
164,244
|
|
||
Loans subject to repurchase from Ginnie Mae
|
131,592
|
|
|
120,736
|
|
||
Taxes
|
96,237
|
|
|
35,961
|
|
||
Accrued bonus and payroll
|
85,366
|
|
|
66,755
|
|
||
Accrued interest
|
59,708
|
|
|
76,303
|
|
||
MSR purchases payable including advances
|
45,697
|
|
|
135,759
|
|
||
Repurchase reserves
|
29,165
|
|
|
40,695
|
|
||
Other
|
381,626
|
|
|
308,783
|
|
||
Total payables and accrued liabilities
|
$
|
1,322,078
|
|
|
$
|
1,308,450
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Repurchase reserves, beginning of period
|
$
|
40,695
|
|
|
$
|
18,511
|
|
Additions
|
12,556
|
|
|
33,121
|
|
||
Charge-offs
|
(2,925
|
)
|
|
(10,937
|
)
|
||
Adjustments, including expired indemnifications
|
(21,161
|
)
|
|
—
|
|
||
Repurchase reserves, end of period
|
$
|
29,165
|
|
|
$
|
40,695
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Transfers
Accounted for as Secured Borrowings |
|
Reverse Secured Borrowings
|
|
Transfers
Accounted for as Secured Borrowings |
|
Reverse Secured Borrowings
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
90,068
|
|
|
$
|
15,578
|
|
|
$
|
272,188
|
|
|
$
|
—
|
|
Reverse mortgage interests
|
—
|
|
|
1,642,789
|
|
|
—
|
|
|
1,039,645
|
|
||||
Advances
|
1,477,388
|
|
|
—
|
|
|
4,030,280
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
189,456
|
|
|
—
|
|
|
208,263
|
|
|
—
|
|
||||
Derivative financial instruments
|
865
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
||||
Other Assets
|
2,678
|
|
|
61,703
|
|
|
3,539
|
|
|
—
|
|
||||
Total Assets
|
$
|
1,760,455
|
|
|
$
|
1,720,070
|
|
|
$
|
4,517,961
|
|
|
$
|
1,039,645
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Advance Facilities
|
$
|
1,330,991
|
|
|
$
|
—
|
|
|
$
|
3,672,726
|
|
|
$
|
—
|
|
Payables and accrued liabilities
|
1,596
|
|
|
186
|
|
|
4,242
|
|
|
—
|
|
||||
Nonrecourse debt–Legacy Assets
|
75,838
|
|
|
—
|
|
|
89,107
|
|
|
—
|
|
||||
2014-1 HECM Securitization
|
—
|
|
|
259,328
|
|
|
—
|
|
|
—
|
|
||||
Participating interest financing
|
—
|
|
|
1,433,145
|
|
|
—
|
|
|
1,080,718
|
|
||||
Total Liabilities
|
$
|
1,408,425
|
|
|
$
|
1,692,659
|
|
|
$
|
3,766,075
|
|
|
$
|
1,080,718
|
|
|
Sale Date
|
|
Net Bond Proceeds
|
|
Carrying Value of Loans Sold
|
|
Gain Recognized
|
||||||
Nationstar Mortgage-Backed Notes, Series 2013-A
|
2013
|
|
$
|
164,297
|
|
|
$
|
158,204
|
|
|
$
|
6,093
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Total collateral balances
|
$
|
3,258,472
|
|
|
$
|
3,831,473
|
|
Total certificate balances
|
3,297,256
|
|
|
3,843,694
|
|
Principal Amount of Loans 60 Days or More Past Due
|
December 31, 2014
|
|
December 31, 2013
|
|
|||
Unconsolidated securitization trusts
|
$
|
861,419
|
|
|
$
|
1,142,940
|
|
|
For the year ended December 31,
|
||||||||||
Credit Losses
|
2014
|
|
2013
|
|
2012
|
||||||
Unconsolidated securitization trusts
|
$
|
275,726
|
|
|
$
|
251,076
|
|
|
$
|
273,817
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||
|
Servicing Fees
Received |
|
Loan
Repurchases |
|
Servicing Fees
Received |
|
Loan
Repurchases |
|
Servicing Fees
Received |
|
Loan
Repurchases |
||||||||||||
Unconsolidated securitization trusts
|
$
|
28,284
|
|
|
$
|
—
|
|
|
$
|
29,151
|
|
|
$
|
—
|
|
|
$
|
28,049
|
|
|
$
|
—
|
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Tax expense at federal statutory rate
|
$
|
100,058
|
|
|
35.0
|
%
|
|
$
|
121,186
|
|
|
35.0
|
%
|
|
$
|
96,804
|
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal benefit
|
8,330
|
|
|
2.9
|
%
|
|
5,465
|
|
|
1.6
|
%
|
|
6,129
|
|
|
2.2
|
%
|
|||
Pre-reorganization earnings
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(14,302
|
)
|
|
(5.2
|
)%
|
|||
Increase/(decrease) of valuation allowance
|
(40,275
|
)
|
|
(14.1
|
)%
|
|
1,099
|
|
|
0.3
|
%
|
|
(17,767
|
)
|
|
(6.4
|
)%
|
|||
Other, net
|
(3,253
|
)
|
|
(1.1
|
)%
|
|
1,450
|
|
|
0.4
|
%
|
|
432
|
|
|
0.2
|
%
|
|||
Total income tax expense
|
$
|
64,860
|
|
|
22.7
|
%
|
|
$
|
129,200
|
|
|
37.3
|
%
|
|
$
|
71,296
|
|
|
25.8
|
%
|
|
December 31
|
||||||
2014
|
|
2013
|
|||||
|
|
|
|
||||
Deferred Tax Assets
|
|
|
|
||||
Effect of:
|
|
|
|
||||
Loss carryforwards (federal, state & capital)
|
$
|
67,799
|
|
|
$
|
75,387
|
|
Loss reserves
|
41,467
|
|
|
28,808
|
|
||
Reverse mortgage premiums
|
26,227
|
|
|
23,756
|
|
||
Rent expense
|
2,138
|
|
|
5,389
|
|
||
Restricted share based compensation
|
11,159
|
|
|
4,847
|
|
||
Goodwill
|
427
|
|
|
1,297
|
|
||
Other, net
|
9,094
|
|
|
6,632
|
|
||
Total Deferred Tax Assets
|
158,311
|
|
|
146,116
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
||||
MSR Amortization and Mark To Mark, net
|
(228,987
|
)
|
|
(185,225
|
)
|
||
Depreciation and amortization, net
|
(31,997
|
)
|
|
(9,745
|
)
|
||
Prepaid assets
|
(888
|
)
|
|
(2,054
|
)
|
||
Cash flow hedges
|
—
|
|
|
(843
|
)
|
||
Other, net
|
107
|
|
|
(4,312
|
)
|
||
Total Deferred Tax Liabilities
|
(261,765
|
)
|
|
(202,179
|
)
|
||
Valuation Allowance
|
(6,391
|
)
|
|
(46,666
|
)
|
||
Net Deferred Tax Liability
|
$
|
(109,845
|
)
|
|
$
|
(102,729
|
)
|
|
|
|
December 31, 2014
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,277,931
|
|
|
$
|
—
|
|
|
$
|
1,277,931
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
2,949,739
|
|
|
—
|
|
|
—
|
|
|
2,949,739
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
87,902
|
|
|
—
|
|
|
87,902
|
|
|
—
|
|
||||
Forward MBS trades
|
284
|
|
|
—
|
|
|
284
|
|
|
—
|
|
||||
LPCs
|
1,999
|
|
|
—
|
|
|
1,999
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
865
|
|
|
—
|
|
|
865
|
|
|
—
|
|
||||
Eurodollar futures
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total assets
|
$
|
4,318,721
|
|
|
$
|
—
|
|
|
$
|
1,368,982
|
|
|
$
|
2,949,739
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Interest rate swaps on ABS debt
|
103
|
|
|
—
|
|
|
103
|
|
|
—
|
|
||||
Forward MBS trades
|
18,360
|
|
|
—
|
|
|
18,360
|
|
|
—
|
|
||||
LPCs
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Eurodollar futures
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
49,430
|
|
|
—
|
|
|
—
|
|
|
49,430
|
|
||||
Excess spread financing
|
1,031,035
|
|
|
—
|
|
|
—
|
|
|
1,031,035
|
|
||||
Total liabilities
|
$
|
1,098,990
|
|
|
$
|
—
|
|
|
$
|
18,525
|
|
|
$
|
1,080,465
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
December 31, 2013
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
2,585,340
|
|
|
$
|
—
|
|
|
$
|
2,585,340
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
2,488,283
|
|
|
—
|
|
|
—
|
|
|
2,488,283
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
87,128
|
|
|
—
|
|
|
87,128
|
|
|
—
|
|
||||
Forward MBS trades
|
32,266
|
|
|
—
|
|
|
32,266
|
|
|
—
|
|
||||
LPCs
|
793
|
|
|
—
|
|
|
793
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
3,691
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
||||
Total assets
|
$
|
5,197,501
|
|
|
$
|
—
|
|
|
$
|
2,709,218
|
|
|
$
|
2,488,283
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
2,698
|
|
|
$
|
—
|
|
|
$
|
2,698
|
|
|
$
|
—
|
|
Interest rate swaps on ABS debt
|
834
|
|
|
—
|
|
|
834
|
|
|
—
|
|
||||
Forward MBS trades
|
3,305
|
|
|
—
|
|
|
3,305
|
|
|
—
|
|
||||
LPCs
|
1,689
|
|
|
—
|
|
|
1,689
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
29,874
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
||||
Excess spread financing
|
986,410
|
|
|
—
|
|
|
—
|
|
|
986,410
|
|
||||
Total liabilities
|
$
|
1,024,810
|
|
|
$
|
—
|
|
|
$
|
8,526
|
|
|
$
|
1,016,284
|
|
(1)
|
Based on the nature and risks of these assets and liabilities, the Company has determined that presenting them as a single class is appropriate.
|
|
ASSETS
|
|
LIABILITIES
|
||||||||
For the year ended December 31, 2014
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage Servicing Rights Financing
|
||||||
Beginning balance
|
$
|
2,488,283
|
|
|
$
|
986,410
|
|
|
$
|
29,874
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
(247,379
|
)
|
|
57,554
|
|
|
(33,279
|
)
|
|||
Included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
470,543
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
238,292
|
|
|
171,317
|
|
|
52,835
|
|
|||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(184,246
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
2,949,739
|
|
|
$
|
1,031,035
|
|
|
$
|
49,430
|
|
|
ASSETS
|
|
LIABILITIES
|
||||||||
For the year ended December 31, 2013
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage Servicing Rights Financing
|
||||||
Beginning balance
|
$
|
635,860
|
|
|
$
|
288,089
|
|
|
$
|
—
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
58,458
|
|
|
73,333
|
|
|
—
|
|
|||
Included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
1,545,584
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
248,381
|
|
|
755,344
|
|
|
29,874
|
|
|||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(130,356
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
2,488,283
|
|
|
$
|
986,410
|
|
|
$
|
29,874
|
|
|
December 31, 2014
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
299,002
|
|
|
$
|
299,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
285,530
|
|
|
285,530
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loans held for sale
|
1,277,931
|
|
|
—
|
|
|
1,277,931
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
191,569
|
|
|
—
|
|
|
—
|
|
|
192,865
|
|
||||
Reverse mortgage interests
|
2,383,647
|
|
|
—
|
|
|
—
|
|
|
2,432,735
|
|
||||
Derivative instruments
|
91,051
|
|
|
—
|
|
|
91,051
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Unsecured senior notes
|
2,159,231
|
|
|
2,057,038
|
|
|
—
|
|
|
—
|
|
||||
Advance Facilities
|
1,901,783
|
|
|
—
|
|
|
1,901,783
|
|
|
—
|
|
||||
Warehouse Facilities
|
1,572,622
|
|
|
—
|
|
|
1,572,622
|
|
|
—
|
|
||||
Derivative financial instruments
|
18,525
|
|
|
—
|
|
|
18,525
|
|
|
—
|
|
||||
Excess spread financing
|
1,031,035
|
|
|
—
|
|
|
—
|
|
|
1,031,035
|
|
||||
Mortgage servicing rights financing liability
|
49,430
|
|
|
—
|
|
|
—
|
|
|
49,430
|
|
||||
Nonrecourse debt - Legacy assets
|
75,838
|
|
|
—
|
|
|
—
|
|
|
86,570
|
|
||||
Participating interest financing
|
1,433,145
|
|
|
—
|
|
|
1,423,291
|
|
|
—
|
|
||||
2014-1 HECM Securitization
|
259,328
|
|
|
—
|
|
|
—
|
|
|
259,328
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
441,902
|
|
|
$
|
441,902
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
592,747
|
|
|
592,747
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loans held for sale
|
2,603,380
|
|
|
—
|
|
|
2,601,520
|
|
|
—
|
|
||||
Mortgage loans held for investment, subject to nonrecourse debt – Legacy assets
|
211,050
|
|
|
—
|
|
|
—
|
|
|
180,435
|
|
||||
Reverse mortgage interests
|
1,434,506
|
|
|
—
|
|
|
—
|
|
|
1,405,197
|
|
||||
Derivative instruments
|
123,878
|
|
|
—
|
|
|
123,878
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Advance Facilities
|
4,550,424
|
|
|
—
|
|
|
4,550,424
|
|
|
|
|||||
Warehouse Facilities
|
2,433,927
|
|
|
|
|
2,433,927
|
|
|
|
||||||
Unsecured senior notes
|
2,444,062
|
|
|
2,489,886
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
8,526
|
|
|
—
|
|
|
8,526
|
|
|
—
|
|
||||
Nonrecourse debt - Legacy assets
|
89,107
|
|
|
—
|
|
|
—
|
|
|
95,345
|
|
||||
Excess spread financing
|
986,410
|
|
|
—
|
|
|
—
|
|
|
986,410
|
|
||||
Participating interest financing
|
1,103,490
|
|
|
—
|
|
|
1,093,747
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
29,874
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
|
Shares
|
|
Grant Date Fair Value, per share |
|
Remaining Contractual Term (in years)
(1)
|
Restricted stock granted in conjunction with the initial public offering in March 2012
|
1,277
|
|
$14.00
|
|
0.2
|
Grants issued subsequent to public offering
|
69
|
|
$29.95
|
|
0.5
|
Forfeited
|
(53)
|
|
$14.00
|
|
|
Restricted stock outstanding at December 31, 2012
|
1,293
|
|
|
|
|
Grants issued in 2013
|
307
|
|
$37.88
|
|
1.2
|
Forfeited
|
(56)
|
|
$20.46
|
|
|
Vested
|
(310)
|
|
|
|
|
Shares surrendered to treasury to pay taxes
|
(168)
|
|
|
|
|
Restricted stock outstanding at December 31, 2013
|
1,066
|
|
|
|
|
Grants issued in 2014
|
1,042
|
|
$31.65
|
|
2.4
|
Forfeited
|
(151)
|
|
$28.01
|
|
|
Vested
|
(354)
|
|
|
|
|
Shares surrendered to treasury to pay taxes
|
(174)
|
|
|
|
|
Restricted stock outstanding at December 31, 2014
|
1,429
|
|
|
|
|
Restricted stock unvested and expected to vest
|
1,313
|
|
|
|
|
Restricted stock vested and payable at December 31, 2014
|
—
|
|
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
Restricted Stock expected to vest
|
662
|
|
328
|
|
254
|
|
69
|
Year
|
Amount
|
||
2015
|
$
|
23,302
|
|
2016
|
22,302
|
|
|
2017
|
18,345
|
|
|
2018
|
17,034
|
|
|
Thereafter
|
38,850
|
|
|
Total
|
$
|
119,833
|
|
|
Liability
Balance at January 1
|
|
Restructuring
Adjustments
|
|
Restructuring
Settlements
|
|
Liability
Balance at December 31
|
||||||||
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee Severance and Other
|
$
|
4,650
|
|
|
$
|
—
|
|
|
$
|
(4,650
|
)
|
|
$
|
—
|
|
Lease terminations
|
8,636
|
|
|
(581
|
)
|
|
(4,076
|
)
|
|
3,979
|
|
||||
Total
|
$
|
13,286
|
|
|
$
|
(581
|
)
|
|
$
|
(8,726
|
)
|
|
$
|
3,979
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee Severance and Other
|
$
|
—
|
|
|
$
|
8,765
|
|
|
$
|
(4,115
|
)
|
|
$
|
4,650
|
|
Lease terminations
|
7,186
|
|
|
4,108
|
|
|
(2,658
|
)
|
|
8,636
|
|
||||
Total
|
$
|
7,186
|
|
|
$
|
12,873
|
|
|
$
|
(6,773
|
)
|
|
$
|
13,286
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee Severance and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease terminations
|
8,460
|
|
|
500
|
|
|
(1,774
|
)
|
|
7,186
|
|
||||
Total
|
$
|
8,460
|
|
|
$
|
500
|
|
|
$
|
(1,774
|
)
|
|
$
|
7,186
|
|
|
For the year ended December 31, 2014
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related
|
$
|
1,006,837
|
|
|
$
|
43,954
|
|
|
$
|
321,801
|
|
|
$
|
1,372,592
|
|
|
$
|
4,713
|
|
|
$
|
(1,443
|
)
|
|
$
|
1,375,862
|
|
Net gain on mortgage loans held for sale
|
64,506
|
|
|
535,273
|
|
|
—
|
|
|
599,779
|
|
|
(2,573
|
)
|
|
—
|
|
|
597,206
|
|
|||||||
Total revenues
|
1,071,343
|
|
|
579,227
|
|
|
321,801
|
|
|
1,972,371
|
|
|
2,140
|
|
|
(1,443
|
)
|
|
1,973,068
|
|
|||||||
Total expenses and impairments
|
697,878
|
|
|
390,497
|
|
|
188,866
|
|
|
1,277,241
|
|
|
80,450
|
|
|
—
|
|
|
1,357,691
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
91,713
|
|
|
72,031
|
|
|
—
|
|
|
163,744
|
|
|
14,405
|
|
|
1,443
|
|
|
179,592
|
|
|||||||
Interest expense
|
(246,099
|
)
|
|
(70,237
|
)
|
|
(360
|
)
|
|
(316,696
|
)
|
|
(199,691
|
)
|
|
—
|
|
|
(516,387
|
)
|
|||||||
Gain on sale of property
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
|
—
|
|
|
4,898
|
|
|||||||
Gain (loss) on interest rate swaps and caps
|
1,672
|
|
|
—
|
|
|
—
|
|
|
1,672
|
|
|
732
|
|
|
—
|
|
|
2,404
|
|
|||||||
Total other income (expense)
|
(152,714
|
)
|
|
1,794
|
|
|
(360
|
)
|
|
(151,280
|
)
|
|
(179,656
|
)
|
|
1,443
|
|
|
(329,493
|
)
|
|||||||
Income (loss) before taxes
|
$
|
220,751
|
|
|
$
|
190,524
|
|
|
$
|
132,575
|
|
|
$
|
543,850
|
|
|
$
|
(257,966
|
)
|
|
$
|
—
|
|
|
$
|
285,884
|
|
Depreciation and amortization
|
$
|
13,997
|
|
|
$
|
9,642
|
|
|
$
|
3,730
|
|
|
$
|
27,369
|
|
|
$
|
12,797
|
|
|
$
|
—
|
|
|
$
|
40,166
|
|
Total assets
|
8,774,135
|
|
|
1,400,880
|
|
|
218,446
|
|
|
10,393,461
|
|
|
719,214
|
|
|
—
|
|
|
11,112,675
|
|
|
For the year ended December 31, 2013
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related
|
$
|
1,175,487
|
|
|
$
|
62,011
|
|
|
$
|
146,608
|
|
|
$
|
1,384,106
|
|
|
$
|
1,750
|
|
|
$
|
(1,634
|
)
|
|
$
|
1,384,222
|
|
Net gain on mortgage loans held for sale
|
61,624
|
|
|
650,357
|
|
|
—
|
|
|
711,981
|
|
|
(9,218
|
)
|
|
—
|
|
|
702,763
|
|
|||||||
Total revenues
|
1,237,111
|
|
|
712,368
|
|
|
146,608
|
|
|
2,096,087
|
|
|
(7,468
|
)
|
|
(1,634
|
)
|
|
2,086,985
|
|
|||||||
Total expenses and impairments
|
608,978
|
|
|
589,986
|
|
|
112,739
|
|
|
1,311,703
|
|
|
90,575
|
|
|
—
|
|
|
1,402,278
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
90,913
|
|
|
87,713
|
|
|
—
|
|
|
178,626
|
|
|
16,960
|
|
|
1,634
|
|
|
197,220
|
|
|||||||
Interest expense
|
(279,501
|
)
|
|
(79,106
|
)
|
|
(264
|
)
|
|
(358,871
|
)
|
|
(179,934
|
)
|
|
—
|
|
|
(538,805
|
)
|
|||||||
Gain (loss) on interest rate swaps and caps
|
1,856
|
|
|
—
|
|
|
—
|
|
|
1,856
|
|
|
1,276
|
|
|
—
|
|
|
3,132
|
|
|||||||
Total other income (expense)
|
(186,732
|
)
|
|
8,607
|
|
|
(264
|
)
|
|
(178,389
|
)
|
|
(161,698
|
)
|
|
1,634
|
|
|
(338,453
|
)
|
|||||||
Income (loss) before taxes
|
$
|
441,401
|
|
|
$
|
130,989
|
|
|
$
|
33,605
|
|
|
$
|
605,995
|
|
|
$
|
(259,741
|
)
|
|
$
|
—
|
|
|
$
|
346,254
|
|
Depreciation and amortization
|
$
|
14,955
|
|
|
$
|
6,569
|
|
|
$
|
1,161
|
|
|
$
|
22,685
|
|
|
$
|
3,930
|
|
|
$
|
—
|
|
|
$
|
26,615
|
|
Total assets
|
9,969,390
|
|
|
2,777,928
|
|
|
41,499
|
|
|
12,788,817
|
|
|
1,237,872
|
|
|
—
|
|
|
14,026,689
|
|
|
For the year ended December 31, 2012
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related
|
$
|
488,768
|
|
|
$
|
(291
|
)
|
|
$
|
8,366
|
|
|
$
|
496,843
|
|
|
$
|
2,101
|
|
|
$
|
(1,793
|
)
|
|
$
|
497,151
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
487,142
|
|
|
—
|
|
|
487,142
|
|
|
—
|
|
|
22
|
|
|
487,164
|
|
|||||||
Total revenues
|
488,768
|
|
|
486,851
|
|
|
8,366
|
|
|
983,985
|
|
|
2,101
|
|
|
(1,771
|
)
|
|
984,315
|
|
|||||||
Total expenses and impairments
|
315,101
|
|
|
195,480
|
|
|
4,463
|
|
|
515,044
|
|
|
67,001
|
|
|
—
|
|
|
582,045
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
30,936
|
|
|
20,426
|
|
|
—
|
|
|
51,362
|
|
|
18,431
|
|
|
1,793
|
|
|
71,586
|
|
|||||||
Interest expense
|
(102,570
|
)
|
|
(18,478
|
)
|
|
—
|
|
|
(121,048
|
)
|
|
(76,238
|
)
|
|
(22
|
)
|
|
(197,308
|
)
|
|||||||
Contract termination fees
|
15,600
|
|
|
—
|
|
|
—
|
|
|
15,600
|
|
|
—
|
|
|
—
|
|
|
15,600
|
|
|||||||
Loss on equity method investments
|
(14,571
|
)
|
|
—
|
|
|
—
|
|
|
(14,571
|
)
|
|
—
|
|
|
—
|
|
|
(14,571
|
)
|
|||||||
Gain (loss) on interest rate swaps and caps
|
1,237
|
|
|
—
|
|
|
—
|
|
|
1,237
|
|
|
(2,231
|
)
|
|
—
|
|
|
(994
|
)
|
|||||||
Total other income (expense)
|
(69,368
|
)
|
|
1,948
|
|
|
—
|
|
|
(67,420
|
)
|
|
(60,038
|
)
|
|
1,771
|
|
|
(125,687
|
)
|
|||||||
Income (loss) before taxes
|
$
|
104,299
|
|
|
$
|
293,319
|
|
|
$
|
3,903
|
|
|
$
|
401,521
|
|
|
$
|
(124,938
|
)
|
|
$
|
—
|
|
|
$
|
276,583
|
|
Depreciation and amortization
|
$
|
6,126
|
|
|
$
|
2,754
|
|
|
$
|
—
|
|
|
$
|
8,880
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
9,620
|
|
Total assets
|
4,981,987
|
|
|
1,721,541
|
|
|
—
|
|
|
6,703,528
|
|
|
422,615
|
|
|
—
|
|
|
7,126,143
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2014
|
|||||||||||||||||||||||
Assets
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
279,770
|
|
|
$
|
288
|
|
|
$
|
18,944
|
|
|
$
|
—
|
|
|
$
|
299,002
|
|
Restricted cash
|
—
|
|
|
177,090
|
|
|
—
|
|
|
108,440
|
|
|
—
|
|
|
285,530
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
2,961,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,961,321
|
|
||||||
Advances
|
—
|
|
|
2,544,065
|
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
2,546,362
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
2,104,082
|
|
|
—
|
|
|
279,565
|
|
|
—
|
|
|
2,383,647
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
1,243,700
|
|
|
—
|
|
|
34,231
|
|
|
—
|
|
|
1,277,931
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
1,945
|
|
|
—
|
|
|
189,624
|
|
|
—
|
|
|
191,569
|
|
||||||
Property and equipment, net
|
—
|
|
|
114,903
|
|
|
835
|
|
|
13,873
|
|
|
—
|
|
|
129,611
|
|
||||||
Derivative financial instruments
|
—
|
|
|
87,911
|
|
|
—
|
|
|
3,140
|
|
|
—
|
|
|
91,051
|
|
||||||
Other assets
|
16,383
|
|
|
1,076,780
|
|
|
272,654
|
|
|
1,389,781
|
|
|
(1,808,947
|
)
|
|
946,651
|
|
||||||
Investment in subsidiaries
|
1,207,895
|
|
|
450,363
|
|
|
—
|
|
|
—
|
|
|
(1,658,258
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,224,278
|
|
|
$
|
11,041,930
|
|
|
$
|
273,777
|
|
|
$
|
2,039,895
|
|
|
$
|
(3,467,205
|
)
|
|
$
|
11,112,675
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes
|
$
|
—
|
|
|
$
|
2,159,231
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2,159,231
|
|
|
Advance facilities
|
—
|
|
|
570,792
|
|
|
—
|
|
|
1,330,991
|
|
|
—
|
|
|
1,901,783
|
|
||||||
Warehouse facilities
|
—
|
|
|
1,539,994
|
|
|
—
|
|
|
32,628
|
|
|
—
|
|
|
1,572,622
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
1,282,895
|
|
|
25
|
|
|
39,158
|
|
|
—
|
|
|
1,322,078
|
|
||||||
MSR related liabilities - nonrecourse
|
—
|
|
|
1,080,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,080,465
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
65,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,382
|
|
||||||
Derivative financial instruments
|
—
|
|
|
18,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,525
|
|
||||||
Other nonrecourse debt
|
—
|
|
|
1,433,145
|
|
|
—
|
|
|
335,166
|
|
|
—
|
|
|
1,768,311
|
|
||||||
Payables to affiliates
|
—
|
|
|
1,683,606
|
|
|
894
|
|
|
124,447
|
|
|
(1,808,947
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
9,834,035
|
|
|
919
|
|
|
1,862,390
|
|
|
(1,808,947
|
)
|
|
9,888,397
|
|
||||||
Total equity
|
1,224,278
|
|
|
1,207,895
|
|
|
272,858
|
|
|
177,505
|
|
|
(1,658,258
|
)
|
|
1,224,278
|
|
||||||
Total liabilities and equity
|
$
|
1,224,278
|
|
|
$
|
11,041,930
|
|
|
$
|
273,777
|
|
|
$
|
2,039,895
|
|
|
$
|
(3,467,205
|
)
|
|
$
|
11,112,675
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2014 |
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related
|
$
|
—
|
|
|
$
|
1,030,214
|
|
|
$
|
47,588
|
|
|
$
|
297,869
|
|
|
$
|
191
|
|
|
$
|
1,375,862
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
583,790
|
|
|
—
|
|
|
13,416
|
|
|
—
|
|
|
597,206
|
|
||||||
Total Revenues
|
—
|
|
|
1,614,004
|
|
|
47,588
|
|
|
311,285
|
|
|
191
|
|
|
1,973,068
|
|
||||||
Expenses and Impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
556,047
|
|
|
4,404
|
|
|
82,485
|
|
|
—
|
|
|
642,936
|
|
||||||
General and administrative
|
—
|
|
|
559,150
|
|
|
1,586
|
|
|
121,766
|
|
|
—
|
|
|
682,502
|
|
||||||
Occupancy
|
—
|
|
|
28,177
|
|
|
286
|
|
|
3,790
|
|
|
—
|
|
|
32,253
|
|
||||||
Total expenses and impairments
|
—
|
|
|
1,143,374
|
|
|
6,276
|
|
|
208,041
|
|
|
—
|
|
|
1,357,691
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
158,508
|
|
|
—
|
|
|
21,275
|
|
|
(191
|
)
|
|
179,592
|
|
||||||
Interest expense
|
—
|
|
|
(460,781
|
)
|
|
—
|
|
|
(55,606
|
)
|
|
—
|
|
|
(516,387
|
)
|
||||||
Gain on disposal of property
|
—
|
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
||||||
Gain on interest rate swaps and caps
|
—
|
|
|
732
|
|
|
—
|
|
|
1,672
|
|
|
—
|
|
|
2,404
|
|
||||||
Gain/(loss) from subsidiaries
|
220,718
|
|
|
111,897
|
|
|
—
|
|
|
—
|
|
|
(332,615
|
)
|
|
—
|
|
||||||
Total other income (expense)
|
220,718
|
|
|
(184,746
|
)
|
|
—
|
|
|
(32,659
|
)
|
|
(332,806
|
)
|
|
(329,493
|
)
|
||||||
Income/(loss) before taxes
|
220,718
|
|
|
285,884
|
|
|
41,312
|
|
|
70,585
|
|
|
(332,615
|
)
|
|
285,884
|
|
||||||
Income tax expense
|
—
|
|
|
64,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,860
|
|
||||||
Net income/(loss)
|
220,718
|
|
|
221,024
|
|
|
41,312
|
|
|
70,585
|
|
|
(332,615
|
)
|
|
221,024
|
|
||||||
Less: Net gain attributable to noncontrolling interests
|
—
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
||||||
Net income/(loss) excluding noncontrolling interests
|
$
|
220,718
|
|
|
$
|
220,718
|
|
|
$
|
41,312
|
|
|
$
|
70,585
|
|
|
$
|
(332,615
|
)
|
|
$
|
220,718
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
$
|
220,718
|
|
|
$
|
220,718
|
|
|
$
|
41,312
|
|
|
$
|
70,585
|
|
|
$
|
(332,615
|
)
|
|
$
|
220,718
|
|
Reconciliation of net income to net cash attributable to operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gain)/loss from subsidiaries
|
(220,718
|
)
|
|
(111,897
|
)
|
|
—
|
|
|
—
|
|
|
332,615
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
18,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,565
|
|
||||||
Net tax effect of stock grants
|
—
|
|
|
(2,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,243
|
)
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
3,099
|
|
|
—
|
|
|
7,189
|
|
|
—
|
|
|
10,288
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
(583,790
|
)
|
|
—
|
|
|
(13,416
|
)
|
|
—
|
|
|
(597,206
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(20,785,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,785,640
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
—
|
|
|
22,295,866
|
|
|
—
|
|
|
(5,614
|
)
|
|
—
|
|
|
22,290,252
|
|
||||||
(Gain)/loss on derivatives including ineffectiveness
|
—
|
|
|
(732
|
)
|
|
—
|
|
|
(1,672
|
)
|
|
—
|
|
|
(2,404
|
)
|
||||||
Cash settlement on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,352
|
|
|
—
|
|
|
1,352
|
|
||||||
Depreciation and amortization
|
—
|
|
|
36,381
|
|
|
88
|
|
|
3,697
|
|
|
—
|
|
|
40,166
|
|
||||||
Amortization/(accretion) of premiums/(discounts)
|
—
|
|
|
15,520
|
|
|
—
|
|
|
(2,190
|
)
|
|
—
|
|
|
13,330
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
57,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,554
|
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
—
|
|
|
233,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233,537
|
|
||||||
Fair value change in mortgage servicing rights financing liability
|
—
|
|
|
(33,279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,279
|
)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advances
|
—
|
|
|
325,807
|
|
|
—
|
|
|
(3,288
|
)
|
|
—
|
|
|
322,519
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
(576,083
|
)
|
|
—
|
|
|
(376,108
|
)
|
|
—
|
|
|
(952,191
|
)
|
||||||
Other assets
|
5,489
|
|
|
(1,898,643
|
)
|
|
(39,029
|
)
|
|
2,206,946
|
|
|
(31,463
|
)
|
|
243,300
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
(71,071
|
)
|
|
(5,925
|
)
|
|
25,550
|
|
|
31,463
|
|
|
(19,983
|
)
|
||||||
Net cash attributable to operating activities
|
5,489
|
|
|
(856,331
|
)
|
|
(3,554
|
)
|
|
1,913,031
|
|
|
—
|
|
|
1,058,635
|
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(41,739
|
)
|
|
(68
|
)
|
|
(14,598
|
)
|
|
—
|
|
|
(56,405
|
)
|
||||||
Proceeds from sale of building
|
—
|
|
|
10,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,412
|
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(471,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(471,249
|
)
|
||||||
Loan repurchases from Ginnie Mae
|
—
|
|
|
(44,079
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,079
|
)
|
||||||
Proceeds from sales of REO
|
—
|
|
|
65,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,653
|
|
||||||
Proceeds from sale of servicer advances
|
—
|
|
|
768,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
768,449
|
|
||||||
Acquisitions, net
|
—
|
|
|
(15,854
|
)
|
|
—
|
|
|
(2,146
|
)
|
|
—
|
|
|
(18,000
|
)
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
271,593
|
|
|
(68
|
)
|
|
(16,744
|
)
|
|
—
|
|
|
254,781
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers to/from restricted cash, net
|
—
|
|
|
118,617
|
|
|
3
|
|
|
172,183
|
|
|
—
|
|
|
290,803
|
|
||||||
Repayment of unsecured senior notes
|
—
|
|
|
(285,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,000
|
)
|
||||||
Debt financing costs
|
—
|
|
|
(13,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,067
|
)
|
||||||
Increase/(decrease) in notes payable, net
|
—
|
|
|
226,596
|
|
|
—
|
|
|
(2,101,754
|
)
|
|
—
|
|
|
(1,875,158
|
)
|
||||||
Proceeds from 2014-1 HECM Securitization
|
—
|
|
|
—
|
|
|
—
|
|
|
61,680
|
|
|
—
|
|
|
61,680
|
|
||||||
Repayment of 2014-1 HECM Securitization
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,750
|
)
|
|
—
|
|
|
(9,750
|
)
|
||||||
Issuance of excess spread financing
|
—
|
|
|
171,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,317
|
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(184,246
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184,246
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
—
|
|
|
352,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,945
|
|
||||||
Proceeds from mortgage service rights financing
|
—
|
|
|
52,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,835
|
|
||||||
Repayment of nonrecourse debt–Legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,429
|
)
|
|
—
|
|
|
(15,429
|
)
|
||||||
Net tax benefit for stock grants issued
|
—
|
|
|
2,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
||||||
Redemption of shares for stock vesting
|
(5,489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,489
|
)
|
||||||
Net cash attributable to financing activities
|
(5,489
|
)
|
|
442,240
|
|
|
3
|
|
|
(1,893,070
|
)
|
|
—
|
|
|
(1,456,316
|
)
|
||||||
Net increase/(decrease) in cash
|
—
|
|
|
(142,498
|
)
|
|
(3,619
|
)
|
|
3,217
|
|
|
—
|
|
|
(142,900
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
422,268
|
|
|
3,907
|
|
|
15,727
|
|
|
—
|
|
|
441,902
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
279,770
|
|
|
$
|
288
|
|
|
$
|
18,944
|
|
|
$
|
—
|
|
|
$
|
299,002
|
|
NATIONSTAR MORTGAGE HOLDINGS INC
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2013
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
422,268
|
|
|
$
|
3,907
|
|
|
$
|
15,727
|
|
|
$
|
—
|
|
|
$
|
441,902
|
|
Restricted cash
|
—
|
|
|
312,120
|
|
|
3
|
|
|
280,624
|
|
|
—
|
|
|
592,747
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
2,503,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,503,162
|
|
||||||
Advances
|
—
|
|
|
5,003,193
|
|
|
—
|
|
|
(991
|
)
|
|
—
|
|
|
5,002,202
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
1,528,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528,000
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
2,603,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,603,380
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
2,786
|
|
|
—
|
|
|
208,264
|
|
|
—
|
|
|
211,050
|
|
||||||
Property and equipment, net
|
—
|
|
|
115,765
|
|
|
855
|
|
|
2,565
|
|
|
—
|
|
|
119,185
|
|
||||||
Derivative financial instruments
|
—
|
|
|
120,187
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
|
123,878
|
|
||||||
Other assets
|
21,872
|
|
|
1,306,997
|
|
|
325,928
|
|
|
7,440,111
|
|
|
(8,193,725
|
)
|
|
901,183
|
|
||||||
Investment in subsidiaries
|
968,026
|
|
|
181,545
|
|
|
—
|
|
|
—
|
|
|
(1,149,571
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
989,898
|
|
|
$
|
14,099,403
|
|
|
$
|
330,693
|
|
|
$
|
7,949,991
|
|
|
$
|
(9,343,296
|
)
|
|
$
|
14,026,689
|
|
Liabilities and members’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes
|
$
|
—
|
|
|
$
|
2,444,062
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,444,062
|
|
Advance facilities
|
—
|
|
|
877,698
|
|
|
—
|
|
|
3,672,726
|
|
|
—
|
|
|
4,550,424
|
|
||||||
Warehouse facilities
|
—
|
|
|
2,433,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,433,927
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
1,319,172
|
|
|
5,950
|
|
|
14,791
|
|
|
(31,463
|
)
|
|
1,308,450
|
|
||||||
MSR related liabilities - nonrecourse
|
—
|
|
|
1,016,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,016,284
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
82,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,521
|
|
||||||
Derivative financial instruments
|
—
|
|
|
8,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,526
|
|
||||||
Other nonrecourse debt
|
—
|
|
|
1,103,490
|
|
|
—
|
|
|
89,107
|
|
|
—
|
|
|
1,192,597
|
|
||||||
Payables to affiliates
|
—
|
|
|
3,845,697
|
|
|
116,349
|
|
|
4,200,216
|
|
|
(8,162,262
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
13,131,377
|
|
|
122,299
|
|
|
7,976,840
|
|
|
(8,193,725
|
)
|
|
13,036,791
|
|
||||||
Total equity
|
989,898
|
|
|
968,026
|
|
|
208,394
|
|
|
(26,849
|
)
|
|
(1,149,571
|
)
|
|
989,898
|
|
||||||
Total liabilities and equity
|
$
|
989,898
|
|
|
$
|
14,099,403
|
|
|
$
|
330,693
|
|
|
$
|
7,949,991
|
|
|
$
|
(9,343,296
|
)
|
|
$
|
14,026,689
|
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related
|
$
|
—
|
|
|
$
|
1,211,717
|
|
|
$
|
129,689
|
|
|
$
|
101,704
|
|
|
$
|
(58,888
|
)
|
|
$
|
1,384,222
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
645,509
|
|
|
—
|
|
|
—
|
|
|
57,254
|
|
|
702,763
|
|
||||||
Total Revenues
|
—
|
|
|
1,857,226
|
|
|
129,689
|
|
|
101,704
|
|
|
(1,634
|
)
|
|
2,086,985
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
637,794
|
|
|
12,534
|
|
|
29,309
|
|
|
—
|
|
|
679,637
|
|
||||||
General and administrative
|
—
|
|
|
612,307
|
|
|
3,630
|
|
|
75,859
|
|
|
—
|
|
|
691,796
|
|
||||||
Occupancy
|
—
|
|
|
29,121
|
|
|
431
|
|
|
1,293
|
|
|
—
|
|
|
30,845
|
|
||||||
Total expenses and impairments
|
—
|
|
|
1,279,222
|
|
|
16,595
|
|
|
106,461
|
|
|
—
|
|
|
1,402,278
|
|
||||||
Other income / (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
179,445
|
|
|
—
|
|
|
16,141
|
|
|
1,634
|
|
|
197,220
|
|
||||||
Interest expense
|
—
|
|
|
(420,214
|
)
|
|
—
|
|
|
(118,591
|
)
|
|
—
|
|
|
(538,805
|
)
|
||||||
Gain/(loss) on interest rate swaps and caps
|
—
|
|
|
1,012
|
|
|
—
|
|
|
2,120
|
|
|
—
|
|
|
3,132
|
|
||||||
Gain / (loss) from subsidiaries
|
217,054
|
|
|
8,007
|
|
|
—
|
|
|
—
|
|
|
(225,061
|
)
|
|
—
|
|
||||||
Total other income / (expense)
|
217,054
|
|
|
(231,750
|
)
|
|
—
|
|
|
(100,330
|
)
|
|
(223,427
|
)
|
|
(338,453
|
)
|
||||||
Income before taxes
|
217,054
|
|
|
346,254
|
|
|
113,094
|
|
|
(105,087
|
)
|
|
(225,061
|
)
|
|
346,254
|
|
||||||
Income tax expense/(benefit)
|
—
|
|
|
129,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129,200
|
|
||||||
Net Income
|
$
|
217,054
|
|
|
$
|
217,054
|
|
|
$
|
113,094
|
|
|
$
|
(105,087
|
)
|
|
$
|
(225,061
|
)
|
|
$
|
217,054
|
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
$
|
217,054
|
|
|
$
|
217,054
|
|
|
$
|
113,094
|
|
|
$
|
(105,087
|
)
|
|
$
|
(225,061
|
)
|
|
$
|
217,054
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gain)/loss from subsidiaries
|
(217,054
|
)
|
|
(8,007
|
)
|
|
—
|
|
|
—
|
|
|
225,061
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
10,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,574
|
|
||||||
Net tax effect of stock grants
|
—
|
|
|
(4,579
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(4,579
|
)
|
|||||||
Loss on foreclosed real estate and other
|
—
|
|
|
7,317
|
|
|
—
|
|
|
5,999
|
|
|
—
|
|
|
13,316
|
|
||||||
(Gain) on mortgage loans held for sale
|
—
|
|
|
(645,509
|
)
|
|
—
|
|
|
—
|
|
|
(57,254
|
)
|
|
(702,763
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(25,466,754
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,466,754
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
—
|
|
|
24,947,796
|
|
|
—
|
|
|
13,325
|
|
|
57,254
|
|
|
25,018,375
|
|
||||||
Loss on derivatives including ineffectiveness
|
—
|
|
|
(3,415
|
)
|
|
—
|
|
|
(2,665
|
)
|
|
—
|
|
|
(6,080
|
)
|
||||||
Cash settlement on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,544
|
)
|
|
—
|
|
|
(4,544
|
)
|
||||||
Depreciation and amortization
|
—
|
|
|
25,479
|
|
|
979
|
|
|
157
|
|
|
—
|
|
|
26,615
|
|
||||||
Amortization/accretion of premiums/discounts
|
—
|
|
|
56,348
|
|
|
—
|
|
|
(3,817
|
)
|
|
—
|
|
|
52,531
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
73,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,333
|
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
—
|
|
|
(59,101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,101
|
)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advances
|
—
|
|
|
(4,497,046
|
)
|
|
—
|
|
|
4,031,271
|
|
|
—
|
|
|
(465,775
|
)
|
||||||
Reverse mortgage interests
|
—
|
|
|
(734,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734,220
|
)
|
||||||
Other assets
|
2,365
|
|
|
4,902,381
|
|
|
(113,703
|
)
|
|
(5,257,613
|
)
|
|
17,327
|
|
|
(449,243
|
)
|
||||||
Payables and accrued liabilities
|
—
|
|
|
650,287
|
|
|
4,135
|
|
|
10,225
|
|
|
(17,327
|
)
|
|
647,320
|
|
||||||
Net cash attributable to operating activities
|
2,365
|
|
|
(528,062
|
)
|
|
4,505
|
|
|
(1,312,749
|
)
|
|
—
|
|
|
(1,833,941
|
)
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(45,138
|
)
|
|
(999
|
)
|
|
(2,722
|
)
|
|
—
|
|
|
(48,859
|
)
|
||||||
Purchase of reverse mortgage rights and interests
|
—
|
|
|
(19,189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,189
|
)
|
||||||
Purchase of forward mortgage servicing rights
|
—
|
|
|
(1,527,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,527,645
|
)
|
||||||
Loan repurchases from Ginnie Mae
|
—
|
|
|
(19,863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,863
|
)
|
||||||
Proceeds from sales of REO
|
—
|
|
|
52,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,767
|
|
||||||
Proceeds from sale of servicer advances
|
—
|
|
|
277,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277,455
|
|
||||||
Acquisitions, net
|
—
|
|
|
(88,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,200
|
)
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
(1,369,813
|
)
|
|
(999
|
)
|
|
(2,722
|
)
|
|
—
|
|
|
(1,373,534
|
)
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers (to)/from restricted cash
|
—
|
|
|
(199,600
|
)
|
|
—
|
|
|
(33,095
|
)
|
|
—
|
|
|
(232,695
|
)
|
||||||
Issuance of unsecured senior notes, net
|
—
|
|
|
1,365,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,365,244
|
|
||||||
Debt financing costs
|
—
|
|
|
(53,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,529
|
)
|
||||||
Increase (decrease) in notes payable
|
—
|
|
|
(136,947
|
)
|
|
—
|
|
|
1,377,697
|
|
|
—
|
|
|
1,240,750
|
|
||||||
Issuance of excess spread financing
|
—
|
|
|
753,002
|
|
|
—
|
|
|
—
|
|
|
|
|
753,002
|
|
|||||||
Repayment of excess servicing spread financing
|
—
|
|
|
(130,355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,355
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
—
|
|
|
535,216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
535,216
|
|
||||||
Proceeds from mortgage servicing rights financing
|
—
|
|
|
29,874
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
||||||
Repayment of nonrecourse debt–Legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,404
|
)
|
|
—
|
|
|
(13,404
|
)
|
||||||
Contributions from joint venture member to noncontrolling interest
|
—
|
|
|
4,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,990
|
|
||||||
Net tax benefit for stock grants issued
|
4,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,579
|
|
||||||
Redemption of shares for stock vesting
|
(6,944
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,944
|
)
|
||||||
Net cash attributable to financing activities
|
(2,365
|
)
|
|
2,167,895
|
|
|
—
|
|
|
1,331,198
|
|
|
—
|
|
|
3,496,728
|
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
270,020
|
|
|
3,506
|
|
|
15,727
|
|
|
—
|
|
|
289,253
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
152,248
|
|
|
401
|
|
|
—
|
|
|
—
|
|
|
152,649
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
422,268
|
|
|
$
|
3,907
|
|
|
$
|
15,727
|
|
|
$
|
—
|
|
|
$
|
441,902
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor (Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related
|
$
|
—
|
|
|
$
|
462,585
|
|
|
$
|
35,891
|
|
|
$
|
468
|
|
|
$
|
(1,793
|
)
|
|
$
|
497,151
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
487,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
487,164
|
|
||||||
Total Revenues
|
—
|
|
|
949,749
|
|
|
35,891
|
|
|
468
|
|
|
(1,793
|
)
|
|
984,315
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
349,012
|
|
|
9,443
|
|
|
—
|
|
|
—
|
|
|
358,455
|
|
||||||
General and administrative
|
—
|
|
|
197,914
|
|
|
2,625
|
|
|
6,265
|
|
|
—
|
|
|
206,804
|
|
||||||
Occupancy
|
—
|
|
|
16,734
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
16,786
|
|
||||||
Total expenses and impairments
|
—
|
|
|
563,660
|
|
|
12,120
|
|
|
6,265
|
|
|
—
|
|
|
582,045
|
|
||||||
Other income / (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
51,307
|
|
|
—
|
|
|
18,486
|
|
|
1,793
|
|
|
71,586
|
|
||||||
Interest expense
|
—
|
|
|
(137,638
|
)
|
|
—
|
|
|
(59,670
|
)
|
|
—
|
|
|
(197,308
|
)
|
||||||
Contract termination fees, net
|
—
|
|
|
15,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,600
|
|
||||||
Loss on equity method investments
|
—
|
|
|
(14,571
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,571
|
)
|
||||||
Gain/(loss) on interest rate swaps and caps
|
—
|
|
|
(1,415
|
)
|
|
—
|
|
|
421
|
|
|
—
|
|
|
(994
|
)
|
||||||
Gain / (loss) from subsidiaries
|
179,359
|
|
|
(22,789
|
)
|
|
—
|
|
|
—
|
|
|
(156,570
|
)
|
|
—
|
|
||||||
Total other income / (expense)
|
179,359
|
|
|
(109,506
|
)
|
|
—
|
|
|
(40,763
|
)
|
|
(154,777
|
)
|
|
(125,687
|
)
|
||||||
Income before taxes
|
179,359
|
|
|
276,583
|
|
|
23,771
|
|
|
(46,560
|
)
|
|
(156,570
|
)
|
|
276,583
|
|
||||||
Income tax expense/(benefit)
|
(25,928
|
)
|
|
97,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,296
|
|
||||||
Net income/(loss)
|
$
|
205,287
|
|
|
$
|
179,359
|
|
|
$
|
23,771
|
|
|
$
|
(46,560
|
)
|
|
$
|
(156,570
|
)
|
|
$
|
205,287
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-
Guarantor (Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
$
|
205,287
|
|
|
$
|
179,359
|
|
|
$
|
23,771
|
|
|
$
|
(46,560
|
)
|
|
$
|
(156,570
|
)
|
|
$
|
205,287
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain/(loss) from subsidiaries
|
(179,359
|
)
|
|
22,789
|
|
|
—
|
|
|
—
|
|
|
156,570
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
13,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,342
|
|
||||||
Net tax effect of stock grants
|
—
|
|
|
(2,846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,846
|
)
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
(1,034
|
)
|
|
—
|
|
|
6,251
|
|
|
—
|
|
|
5,217
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
(487,164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(487,164
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(7,904,052
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,904,052
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
—
|
|
|
7,185,335
|
|
|
—
|
|
|
12,387
|
|
|
—
|
|
|
7,197,722
|
|
||||||
(Gain)/loss on derivatives including ineffectiveness
|
—
|
|
|
1,415
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
|
994
|
|
||||||
Loss on equity method investments
|
—
|
|
|
14,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,571
|
|
||||||
Depreciation and amortization
|
—
|
|
|
9,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,620
|
|
||||||
Amortization/accretion of premiums/(discounts)
|
—
|
|
|
13,003
|
|
|
—
|
|
|
(3,368
|
)
|
|
—
|
|
|
9,635
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
10,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,683
|
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
—
|
|
|
63,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,122
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advances
|
—
|
|
|
(558,207
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(558,208
|
)
|
||||||
Reverse mortgage interests
|
—
|
|
|
(636,533
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(636,533
|
)
|
||||||
Other assets
|
(28,774
|
)
|
|
1,622,707
|
|
|
(25,429
|
)
|
|
(1,781,447
|
)
|
|
14,136
|
|
|
(198,807
|
)
|
||||||
Payables and accrued liabilities
|
2,846
|
|
|
308,636
|
|
|
1,815
|
|
|
140
|
|
|
(14,136
|
)
|
|
299,301
|
|
||||||
Net cash attributable to operating activities
|
—
|
|
|
(145,254
|
)
|
|
157
|
|
|
(1,813,019
|
)
|
|
—
|
|
|
(1,958,116
|
)
|
Agreement
Date
|
|
MSR
UPB
|
|
Servicer
Advances
|
|
Sale
Proceeds
|
||||||
January 2014
|
|
$
|
8.3
|
|
|
$
|
253,472
|
|
|
$
|
253,472
|
|
February 2014
|
|
$
|
9.4
|
|
|
$
|
756,185
|
|
|
$
|
91,391
|
|
March 2014
|
|
$
|
10.5
|
|
|
$
|
299,125
|
|
|
$
|
41,536
|
|
May 2014
|
|
$
|
12.0
|
|
|
$
|
617,502
|
|
|
$
|
75,161
|
|
June 2014
|
|
$
|
14.0
|
|
|
$
|
303,795
|
|
|
$
|
50,967
|
|
|
2014
|
||||||||||||||
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Service related
|
$
|
327,663
|
|
|
$
|
362,916
|
|
|
$
|
351,070
|
|
|
$
|
334,213
|
|
Net gain on mortgage loans held for sale
|
141,984
|
|
|
186,817
|
|
|
153,254
|
|
|
115,151
|
|
||||
Total revenues
|
469,647
|
|
|
549,733
|
|
|
504,324
|
|
|
449,364
|
|
||||
Total expenses and impairments
|
321,133
|
|
|
346,711
|
|
|
327,224
|
|
|
362,623
|
|
||||
Total other income/(expense)
|
(109,836
|
)
|
|
(97,434
|
)
|
|
(67,521
|
)
|
|
(54,702
|
)
|
||||
Income before taxes
|
38,678
|
|
|
105,588
|
|
|
109,579
|
|
|
32,039
|
|
||||
Income taxes
|
15,001
|
|
|
38,941
|
|
|
(1,700
|
)
|
|
12,618
|
|
||||
Net income
|
$
|
23,677
|
|
|
$
|
66,647
|
|
|
$
|
111,279
|
|
|
$
|
19,421
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.27
|
|
|
$
|
0.74
|
|
|
$
|
1.23
|
|
|
$
|
0.22
|
|
Diluted earnings per share
|
$
|
0.27
|
|
|
$
|
0.74
|
|
|
$
|
1.22
|
|
|
$
|
0.21
|
|
|
2013
|
||||||||||||||
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Service related
|
$
|
242,475
|
|
|
$
|
321,104
|
|
|
$
|
425,882
|
|
|
$
|
394,761
|
|
Net gain on mortgage loans held for sale
|
188,587
|
|
|
282,561
|
|
|
205,956
|
|
|
25,659
|
|
||||
Total revenues
|
431,062
|
|
|
603,665
|
|
|
631,838
|
|
|
420,420
|
|
||||
Total expenses and impairments
|
268,571
|
|
|
339,851
|
|
|
395,854
|
|
|
398,002
|
|
||||
Total other income/(expense)
|
(61,498
|
)
|
|
(64,685
|
)
|
|
(103,912
|
)
|
|
(108,358
|
)
|
||||
Income (loss) before taxes
|
100,993
|
|
|
199,129
|
|
|
132,072
|
|
|
(85,940
|
)
|
||||
Income tax expense (benefit)
|
38,377
|
|
|
75,669
|
|
|
50,187
|
|
|
(35,033
|
)
|
||||
Net income (loss)
|
$
|
62,616
|
|
|
$
|
123,460
|
|
|
$
|
81,885
|
|
|
$
|
(50,907
|
)
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.70
|
|
|
$
|
1.38
|
|
|
$
|
0.92
|
|
|
$
|
(0.57
|
)
|
Diluted earnings (loss) per share
|
$
|
0.70
|
|
|
$
|
1.37
|
|
|
$
|
0.91
|
|
|
$
|
(0.56
|
)
|
|
2012
|
||||||||||||||
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Service related
|
$
|
93,560
|
|
|
$
|
100,414
|
|
|
$
|
145,611
|
|
|
$
|
157,566
|
|
Net gain on mortgage loans held for sale
|
70,512
|
|
|
102,345
|
|
|
139,259
|
|
|
175,048
|
|
||||
Total revenues
|
164,072
|
|
|
202,759
|
|
|
284,870
|
|
|
332,614
|
|
||||
Total expenses and impairments
|
96,577
|
|
|
130,372
|
|
|
154,828
|
|
|
200,268
|
|
||||
Total other income/(expense)
|
(14,164
|
)
|
|
(23,332
|
)
|
|
(50,261
|
)
|
|
(37,930
|
)
|
||||
Income before taxes
|
53,331
|
|
|
49,055
|
|
|
79,781
|
|
|
94,416
|
|
||||
Income taxes
|
3,145
|
|
|
12,780
|
|
|
24,714
|
|
|
30,657
|
|
||||
Net income
|
$
|
50,186
|
|
|
$
|
36,275
|
|
|
$
|
55,067
|
|
|
$
|
63,759
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.67
|
|
|
$
|
0.41
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
Diluted earnings per share
|
$
|
0.67
|
|
|
$
|
0.41
|
|
|
$
|
0.61
|
|
|
$
|
0.71
|
|
1.
|
Financial Statements:
|
2.
|
Financial Statement Schedules:
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
|
|
|
|
|
|
|
2.1+
|
Mortgage Servicing Rights Purchase and Sale Agreement, dated as of January 6, 2013, between Nationstar Mortgage LLC and Bank of America, National Association
|
8-K
|
001-35449
|
2.1
|
1/10/2013
|
|
|
|
|
|
|
|
|
2.2+
|
Acquisition Agreement, dated as of May 6, 2013, by and among Greenlight Financial Services, Joan Pham and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
2.1
|
5/9/2013
|
|
|
|
|
|
|
|
|
2.3+
|
Master Servicing Rights Purchase Agreement, dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.1
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.4+
|
Sale Supplement (Shuttle 1), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.2
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.5+
|
Sale Supplement (Shuttle 2), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.3
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.6+
|
Sale Supplement (First Tennessee), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.4
|
12/23/2013
|
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
3.2
|
Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.2
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.1
|
Form of Stock Certificate
|
S-1/A
|
333-174246
|
4.8
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.2
|
Stockholders Agreement, dated as of February 17, 2012, between Nationstar Mortgage Holdings Inc. and FIF HE Holdings LLC
|
S-1/A
|
333-174246
|
4.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.3
|
Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.1
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.4
|
Supplemental Indenture, dated as of August 31, 2010, between NSM Recovery Services Inc. and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.2
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.5
|
Supplemental Indenture, dated as of December 13, 2010, between NSM Foreclosure Services Inc. and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.3
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.6
|
Third Supplemental Indenture, dated as of December 19, 2011, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
333-174246
|
4.1
|
12/19/2011
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
4.7
|
Fourth Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.8
|
Fifth Supplemental Indenture, dated as of August 30, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/4/2012
|
|
|
|
|
|
|
|
|
4.9
|
Sixth Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.9
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.10
|
Indenture, dated as of September 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/24/2012
|
|
|
|
|
|
|
|
|
4.11
|
First Supplemental Indenture, dated as of September 28, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/28/2012
|
|
|
|
|
|
|
|
|
4.12
|
Second Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.12
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.13
|
Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
4/25/2012
|
|
|
|
|
|
|
|
|
4.14
|
First Supplemental Indenture, dated as of July 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
7/24/2012
|
|
|
|
|
|
|
|
|
4.15
|
Second Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.16
|
Third Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.16
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.17
|
Indenture, dated as of February 7, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
2/7/2013
|
|
|
|
|
|
|
|
|
4.18
|
First Supplemental Indenture, dated as of March 26, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
3/26/2013
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
4.19
|
Indenture, dated as of May 31, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
5/31/2013
|
|
|
|
|
|
|
|
|
4.20
|
Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as servicer and as administrator, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.1
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.21
|
Amendment No. 1 to the Fourth Amended and Restated Indenture, dated April 22, 2014, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent
|
10-Q
|
001-35449
|
4.4
|
5/9/2014
|
|
|
|
|
|
|
|
|
4.22
|
Series 2013-VF1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.2
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.23
|
Amendment No. 1, dated as of May 21, 2013 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
10-Q
|
001-35449
|
4.15
|
8/12/2013
|
|
|
|
|
|
|
|
|
4.24
|
Amendment No. 2, dated as of October 15, 2013, 2013 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
4.25
|
Amendment No. 3, dated as of October 14, 2014 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
10-Q
|
001-35449
|
4.1
|
11/7/2014
|
|
|
|
|
|
|
|
|
4.26
|
Series 2013-T1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.3
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.27
|
Series 2013-T2 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.4
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.28
|
Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.29
|
Form of Global Note for $250 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.29 above)
|
8-K
|
001-35449
|
4.2
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.30
|
First Supplemental Indenture, dated September 26, 2013, to Indenture, dated July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/26/2013
|
|
|
|
|
|
|
|
|
4.31
|
Form of Global Note for $225 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.31 above)
|
8-K
|
001-35449
|
4.3
|
9/26/2013
|
|
|
|
|
|
|
|
|
10.1
|
Amended and Restated Receivables Pooling Agreement, dated January 31, 2013, between Nationstar Agency Advance Funding LLC (depositor) and Nationstar Agency Advance Funding Trust (issuer)
|
8-K
|
001-35449
|
10.5
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.2
|
Receivables Pooling Agreement, dated as of June 7, 2013, between Nationstar Advance Funding III LLC and Nationstar Mortgage Advance Receivables Trust
|
8-K
|
001-35449
|
10.1
|
6/11/2013
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
10.3
|
Amended and Restated Receivables Sale Agreement, dated January 31, 2013, between Nationstar Mortgage LLC (receivables seller and servicer) and Nationstar Agency Advance Funding LLC (depositor)
|
8-K
|
001-35449
|
10.6
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.4
|
Receivables Sale Agreement, dated as of June 7, 2013, between Nationstar Mortgage LLC and Nationstar Advance Funding III LLC
|
8-K
|
001-171370
|
10.2
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.5
|
Asset Purchase Agreement, dated as of March 6, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
3/6/2012
|
|
|
|
|
|
|
|
|
10.6
|
Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
6/14/2012
|
|
|
|
|
|
|
|
|
10.7
|
First Letter Agreement, dated as of June 1, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
6/7/2012
|
|
|
|
|
|
|
|
|
10.8
|
Second Letter Agreement, dated as of June 1, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.2
|
6/7/2012
|
|
|
|
|
|
|
|
|
10.9
|
Amendment and Waiver, dated February 21, 2012, to the Master Repurchase Agreement, dated March 25, 2011, and the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank, PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.13
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.10
|
Amended and Restated Master Repurchase Agreement, dated May 17, 2013, between Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.10
|
8/12/2013
|
|
|
|
|
|
|
|
|
10.11
|
Amendment Number One, dated July 18, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.14
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.12
|
Amendment Number Two, dated July 24, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.15
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.13
|
Amendment Number Three, dated September 20, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.16
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.14
|
Amendment Number Four, dated November 4, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.22
|
2/28/2014
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
10.15
|
Amendment Number Five, dated November 13, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.23
|
2/28/2014
|
|
|
|
|
|
|
|
|
10.16
|
Amendment Number Six, dated November 25, 2013 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.1
|
5/9/2014
|
|
|
|
|
|
|
|
|
10.17
|
Amendment Number Seven, dated January 14, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.2
|
5/9/2014
|
|
|
|
|
|
|
|
|
10.18
|
Amendment Number Eight, dated August 21, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.1
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.19
|
Amendment Number Nine, dated October 20, 2014, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.20
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.20
|
Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.18
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.21
|
Amendment Number One, dated February 29, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.19
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.22
|
Amendment Number Two, dated August 28, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, among Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.20
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.23
|
Amendment Number Three, dated December 24, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2012, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.21
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.24
|
Amendment Number Four, dated July 18, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.11
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.25
|
Amendment Number Five, dated July 24, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.12
|
11/14/2013
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
10.26
|
Amendment Number Six, dated September 20, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.13
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.27
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.3
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.28
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.4
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.29
|
Future Spread Agreement for FNMA Mortgage Loans, dated March 6, 2012, between Nationstar Mortgage LLC and NIC MSR II LLC
|
8-K
|
333-171370
|
10.3
|
3/6/2012
|
|
|
|
|
|
|
|
|
10.30
|
Second Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and NIC MSR II LLC
|
10-Q
|
001-35449
|
10.9
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.31
|
Second Amended and Restated Future Spread Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and NIC MSR II LLC
|
10-Q
|
001-35449
|
10.10
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.32
|
Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XIII LLC
|
10-K
|
001-35449
|
10.45
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.33
|
Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XIII LLC
|
10-K
|
001-35449
|
10.46
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.34
|
Future Spread Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR IX LLC
|
10-K
|
001-35449
|
10.47
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.35
|
Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR IX LLC
|
10-K
|
001-35449
|
10.48
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.36
|
Future Spread Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR X LLC
|
10-K
|
001-35449
|
10.49
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.37
|
Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR X LLC
|
10-K
|
001-35449
|
10.50
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.38
|
Future Spread Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XI LLC
|
10-K
|
001-35449
|
10.51
|
3/15/2013
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
10.39
|
Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XI LLC
|
10-K
|
001-35449
|
10.52
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.40
|
Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-K
|
001-35449
|
10.53
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.41
|
Amended and Restated Future Spread Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-Q
|
001-35449
|
10.8
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.42
|
Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-K
|
001-35449
|
10.54
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.43
|
Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-Q
|
001-35449
|
10.7
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.44**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and David Hisey
|
|
001-35449
|
|
|
X
|
|
|
|
|
|
|
|
10.45**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and Robert Stiles
|
|
001-35449
|
|
|
X
|
|
|
|
|
|
|
|
10.46**
|
Severance Agreement dated as of July 1, 2014 between Nationstar Mortgage Holdings Inc. and Harold Lewis
|
8-K
|
001-35449
|
10.1
|
7/8/2014
|
|
|
|
|
|
|
|
|
10.47**
|
Employment Agreement, dated as of October 16, 2014, by and between Solutionstar Holdings, LLC and Kal Raman
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.48**
|
Stock Appreciation Rights Agreement, effective January 1, 2015, by and between Solutionstar Holdings, LLC and Kal Raman
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.49**
|
Nationstar Mortgage Holdings Inc. 2012 Incentive Compensation Plan
|
S-1/A
|
333-174246
|
10.57
|
2/24/2012
|
|
|
|
|
|
|
|
|
10.50**
|
Form of Restricted Stock Grant Agreement for Employees (IPO) under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.1
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.51**
|
Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.2
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.52**
|
Form of Restricted Stock Grant Agreement for Non-Employee Directors (IPO) under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.3
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.53**
|
Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.4
|
11/16/2012
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
10.54**
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.6
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.55**
|
Form of Restricted Stock Unit Agreement for Employees under the 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.7
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.56**
|
Form of Cash Award Agreement for Employees under the 2012 Incentive Compensation Plan
|
10-K
|
001-35449
|
10.80
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.57**
|
Nationstar Mortgage LLC Annual Incentive Compensation Plan, amended and restated as of March 30, 2014
|
10-Q
|
001-35449
|
10.1
|
8/6/2014
|
|
|
|
|
|
|
|
|
10.58**
|
Nationstar Mortgage LLC Executive Management Incentive Plan, amended as of December 20, 2013
|
10-K
|
001-35449
|
10.61
|
2/28/2014
|
|
|
|
|
|
|
|
|
10.59**
|
Form of Indemnification Agreement with directors and officers
|
S-1/A
|
333-174246
|
10.52
|
2/24/2012
|
|
|
|
|
|
|
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
X
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
+
|
The schedules and other attachments referenced in this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished supplementary to the Securities and Exchange Commission upon request.
|
**
|
Management contract, compensatory plan or arrangement.
|
|
|
/s/ Jay Bray
|
February 27, 2015
|
Jay Bray, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
/s/ Robert D. Stiles
|
February 27, 2015
|
Robert D. Stiles, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
|
/s/ Robert Gidel
|
February 27, 2015
|
Robert Gidel, Director
|
|
|
|
/s/ Roy Guthrie
|
February 27, 2015
|
Roy Guthrie, Director
|
|
|
|
/s/ Brett Hawkins
|
February 27, 2015
|
Brett Hawkins, Director
|
|
|
|
/s/ Michael D. Malone
|
February 27, 2015
|
Michael D. Malone, Director
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
2.1+
|
Mortgage Servicing Rights Purchase and Sale Agreement, dated as of January 6, 2013, between Nationstar Mortgage LLC and Bank of America, National Association
|
8-K
|
001-35449
|
2.1
|
1/10/2013
|
|
|
|
|
|
|
|
|
2.2+
|
Acquisition Agreement, dated as of May 6, 2013, by and among Greenlight Financial Services, Joan Pham and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
2.1
|
5/9/2013
|
|
|
|
|
|
|
|
|
2.3+
|
Master Servicing Rights Purchase Agreement, dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.1
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.4+
|
Sale Supplement (Shuttle 1), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.2
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.5+
|
Sale Supplement (Shuttle 2), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.3
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.6+
|
Sale Supplement (First Tennessee), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.4
|
12/23/2013
|
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
3.2
|
Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.2
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.1
|
Form of Stock Certificate
|
S-1/A
|
333-174246
|
4.8
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.2
|
Stockholders Agreement, dated as of February 17, 2012, between Nationstar Mortgage Holdings Inc. and FIF HE Holdings LLC
|
S-1/A
|
333-174246
|
4.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.3
|
Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.1
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.4
|
Supplemental Indenture, dated as of August 31, 2010, between NSM Recovery Services Inc. and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.2
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.5
|
Supplemental Indenture, dated as of December 13, 2010, between NSM Foreclosure Services Inc. and Wells Fargo Bank, National Association, as trustee
|
S-4
|
333-174246
|
4.3
|
12/23/2010
|
|
|
|
|
|
|
|
|
4.6
|
Third Supplemental Indenture, dated as of December 19, 2011, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
333-174246
|
4.1
|
12/19/2011
|
|
|
|
|
|
|
|
|
4.7
|
Fourth Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.8
|
Fifth Supplemental Indenture, dated as of August 30, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/4/2012
|
|
|
|
|
|
|
|
|
4.9
|
Sixth Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.9
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.10
|
Indenture, dated as of September 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/24/2012
|
|
|
|
|
|
|
|
|
4.11
|
First Supplemental Indenture, dated as of September 28, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/28/2012
|
|
|
|
|
|
|
|
|
4.12
|
Second Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.12
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.13
|
Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
4/25/2012
|
|
|
|
|
|
|
|
|
4.14
|
First Supplemental Indenture, dated as of July 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
7/24/2012
|
|
|
|
|
|
|
|
|
4.15
|
Second Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.16
|
Third Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.16
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.17
|
Indenture, dated as of February 7, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
2/7/2013
|
|
|
|
|
|
|
|
|
4.18
|
First Supplemental Indenture, dated as of March 26, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
3/26/2013
|
|
|
|
|
|
|
|
|
4.19
|
Indenture, dated as of May 31, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
5/31/2013
|
|
|
|
|
|
|
|
|
4.20
|
Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as servicer and as administrator, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.1
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.21
|
Amendment No. 1 to the Fourth Amended and Restated Indenture, dated April 22, 2014, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent
|
10-Q
|
001-35449
|
4.4
|
5/9/2014
|
|
|
|
|
|
|
|
|
4.22
|
Series 2013-VF1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.2
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.23
|
Amendment No. 1, dated as of May 21, 2013 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
10-Q
|
001-35449
|
4.15
|
8/12/2013
|
|
|
|
|
|
|
|
|
4.24
|
Amendment No. 2, dated as of October 15, 2013, 2013 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
|
|
|
|
X
|
|
|
|
|
|
|
|
4.25
|
Amendment No. 3, dated as of October 14, 2014 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
10-Q
|
001-35449
|
4.1
|
11/7/2014
|
|
|
|
|
|
|
|
|
4.26
|
Series 2013-T1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.3
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.27
|
Series 2013-T2 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.4
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.28
|
Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.29
|
Form of Global Note for $250 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.29 above)
|
8-K
|
001-35449
|
4.2
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.30
|
First Supplemental Indenture, dated September 26, 2013, to Indenture, dated July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/26/2013
|
|
|
|
|
|
|
|
|
4.31
|
Form of Global Note for $225 million aggregate principal amount of 6.500% Senior Notes due 2018 (included in Exhibit 4.31 above)
|
8-K
|
001-35449
|
4.3
|
9/26/2013
|
|
|
|
|
|
|
|
|
10.1
|
Amended and Restated Receivables Pooling Agreement, dated January 31, 2013, between Nationstar Agency Advance Funding LLC (depositor) and Nationstar Agency Advance Funding Trust (issuer)
|
8-K
|
001-35449
|
10.5
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.2
|
Receivables Pooling Agreement, dated as of June 7, 2013, between Nationstar Advance Funding III LLC and Nationstar Mortgage Advance Receivables Trust
|
8-K
|
001-35449
|
10.1
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.3
|
Amended and Restated Receivables Sale Agreement, dated January 31, 2013, between Nationstar Mortgage LLC (receivables seller and servicer) and Nationstar Agency Advance Funding LLC (depositor)
|
8-K
|
001-35449
|
10.6
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.4
|
Receivables Sale Agreement, dated as of June 7, 2013, between Nationstar Mortgage LLC and Nationstar Advance Funding III LLC
|
8-K
|
001-171370
|
10.2
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.5
|
Asset Purchase Agreement, dated as of March 6, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
3/6/2012
|
|
|
|
|
|
|
|
|
10.6
|
Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
6/14/2012
|
|
|
|
|
|
|
|
|
10.7
|
First Letter Agreement, dated as of June 1, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.1
|
6/7/2012
|
|
|
|
|
|
|
|
|
10.8
|
Second Letter Agreement, dated as of June 1, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC
|
8-K
|
001-35449
|
10.2
|
6/7/2012
|
|
|
|
|
|
|
|
|
10.9
|
Amendment and Waiver, dated February 21, 2012, to the Master Repurchase Agreement, dated March 25, 2011, and the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank, PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.13
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.10
|
Amended and Restated Master Repurchase Agreement, dated May 17, 2013, between Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.1
|
8/12/2013
|
|
|
|
|
|
|
|
|
10.11
|
Amendment Number One, dated July 18, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.14
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.12
|
Amendment Number Two, dated July 24, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.15
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.13
|
Amendment Number Three, dated September 20, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.16
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.14
|
Amendment Number Four, dated November 4, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, between Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.22
|
2/28/2014
|
|
|
|
|
|
|
|
|
10.15
|
Amendment Number Five, dated November 13, 2013, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.23
|
2/28/2014
|
|
|
|
|
|
|
|
|
10.16
|
Amendment Number Six, dated November 25, 2013 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.1
|
5/9/2014
|
|
|
|
|
|
|
|
|
10.17
|
Amendment Number Seven, dated January 14, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.2
|
5/9/2014
|
|
|
|
|
|
|
|
|
10.18
|
Amendment Number Eight, dated August 21, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.1
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.19
|
Amendment Number Nine, dated October 20, 2014, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.20
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.20
|
Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.18
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.21
|
Amendment Number One, dated February 29, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.19
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.22
|
Amendment Number Two, dated August 28, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, among Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.2
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.23
|
Amendment Number Three, dated December 24, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2012, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.21
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.24
|
Amendment Number Four, dated July 18, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.11
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.25
|
Amendment Number Five, dated July 24, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.12
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.26
|
Amendment Number Six, dated September 20, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.13
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.27
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.30
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.28
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.4
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.29
|
Future Spread Agreement for FNMA Mortgage Loans, dated March 6, 2012, between Nationstar Mortgage LLC and NIC MSR II LLC
|
8-K
|
333-171370
|
10.3
|
3/6/2012
|
|
|
|
|
|
|
|
|
10.30
|
Second Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and NIC MSR II LLC
|
10-Q
|
001-35449
|
10.9
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.31
|
Second Amended and Restated Future Spread Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and NIC MSR II LLC
|
10-Q
|
001-35449
|
10.1
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.32
|
Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XIII LLC
|
10-K
|
001-35449
|
10.45
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.33
|
Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XIII LLC
|
10-K
|
001-35449
|
10.46
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.34
|
Future Spread Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR IX LLC
|
10-K
|
001-35449
|
10.47
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.35
|
Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR IX LLC
|
10-K
|
001-35449
|
10.48
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.36
|
Future Spread Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR X LLC
|
10-K
|
001-35449
|
10.49
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.37
|
Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR X LLC
|
10-K
|
001-35449
|
10.5
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.38
|
Future Spread Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XI LLC
|
10-K
|
001-35449
|
10.51
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.39
|
Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XI LLC
|
10-K
|
001-35449
|
10.52
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.40
|
Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-K
|
001-35449
|
10.53
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.41
|
Amended and Restated Future Spread Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-Q
|
001-35449
|
10.8
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.42
|
Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-K
|
001-35449
|
10.54
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.43
|
Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of September 10, 2013, between Nationstar Mortgage LLC and MSR XII LLC
|
10-Q
|
001-35449
|
10.7
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.44**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and David Hisey
|
|
001-35449
|
|
|
X
|
|
|
|
|
|
|
|
10.45**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and Robert Stiles
|
|
001-35449
|
|
|
X
|
|
|
|
|
|
|
|
10.46**
|
Severance Agreement dated as of July 1, 2014 between Nationstar Mortgage Holdings Inc. and Harold Lewis
|
8-K
|
001-35449
|
10.1
|
7/8/2014
|
|
|
|
|
|
|
|
|
10.47**
|
Employment Agreement, dated as of October 16, 2014, by and between Solutionstar Holdings, LLC and Kal Raman
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.48**
|
Stock Appreciation Rights Agreement, effective January 1, 2015, by and between Solutionstar Holdings, LLC and Kal Raman
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.49**
|
Nationstar Mortgage Holdings Inc. 2012 Incentive Compensation Plan
|
S-1/A
|
333-174246
|
10.57
|
2/24/2012
|
|
|
|
|
|
|
|
|
10.50**
|
Form of Restricted Stock Grant Agreement for Employees (IPO) under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.10
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.51**
|
Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.2
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.52**
|
Form of Restricted Stock Grant Agreement for Non-Employee Directors (IPO) under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.3
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.53**
|
Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.4
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.54**
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.6
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.55**
|
Form of Restricted Stock Unit Agreement for Employees under the 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.7
|
11/7/2014
|
|
|
|
|
|
|
|
|
10.56**
|
Form of Cash Award Agreement for Employees under the 2012 Incentive Compensation Plan
|
10-K
|
001-35449
|
10.8
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.57**
|
Nationstar Mortgage LLC Annual Incentive Compensation Plan, amended and restated as of March 30, 2014
|
10-Q
|
001-35449
|
10.10
|
8/6/2014
|
|
|
|
|
|
|
|
|
10.58**
|
Nationstar Mortgage LLC Executive Management Incentive Plan, amended as of December 20, 2013
|
10-K
|
001-35449
|
10.61
|
2/28/2014
|
|
|
|
|
|
|
|
|
10.59**
|
Form of Indemnification Agreement with directors and officers
|
S-1/A
|
333-174246
|
10.52
|
2/24/2012
|
|
|
|
|
|
|
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
X
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
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32.2
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Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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X
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+
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The schedules and other attachments referenced in this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished supplementary to the Securities and Exchange Commission upon request.
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**
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Management contract, compensatory plan or arrangement.
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Section 1.
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Amendment
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Section 2.
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Noteholder Consent
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Section 3.
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Conditions to Effectiveness of this Amendment
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By:
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/s/ Michael D. Commisso
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Jay Bray
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Chief Executive Officer
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Compensation:
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You will receive an annual salary of $400,000. You will be paid semi-monthly, at the rate of $16,666 per pay period.
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Bonus Opportunity:
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For the plan year 2014, you will be eligible for an annualized bonus opportunity of 400% ($1,600,000) of your annual salary. All bonus awards are discretionary and contingent upon individual and company performance goals. You must be actively employed by Nationstar on the date the bonus is distributed to receive this opportunity.
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Bonus Guarantee:
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For the plan year 2014, you will receive a bonus guarantee equal to $1,200,000. You must be actively employed by Nationstar on the date the bonus is distributed to receive this guarantee.
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Long Term Equity:
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Beginning with the 2014 calendar year (granted in the first quarter of 2015), you can anticipate receiving an equity award, the value of which will be the equivalent of 35% of your cash bonus. All awards are approved by the Compensation Committee of the Board of Directors.
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Non-Compete:
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You agree that while employed by Nationstar and for the twelve (12) month period immediately following your termination of employment, you shall not directly or indirectly, either as principal, agent, employee, employer, consultant, partner or shareholder of a closely held corporation of shareholder in excess of five (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the mortgage lending business of Nationstar and its subsidiaries or of any other business in which Nationstar or its subsidiaries is engaged in at the time of your termination of employment, or which is part of Nationstar’s Developing Business, within states in which Nationstar is engaged in such business of Developing Business. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services Nationstar has developed and is in the process of developing during your employment with Nationstar. You further agree that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Nationstar and its respective affiliates, imposes no undue hardship on you, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.
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Non-Solicit:
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You agree that during the period of your employment and for the twelve (12) month period immediately following the date of your termination of employment with Nationstar for any reason, you shall not, directly or indirectly, solicit or induce any officer, director, employee, agent or consultant of Nationstar or any of their successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with Nationstar or any of their successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with Nationstar or any of their successors, assigns, subsidiaries or affiliates, for any other reason.
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Termination without Cause:
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Should you be terminated by Nationstar without Cause, or should you terminate employment for Good Reason (Good Reason shall be defined as a material diminution in your duties or no longer a direct report to the CEO), you shall be entitled to, subject to your providing Nationstar with a signed release of claims in a form adopted by Nationstar from time to time, which shall contain customary terms and conditions, (i) $1,000,000, if said termination occurs during the 2014 calendar year; or twelve (12) months base salary, plus
$1,000,000 if said termination occurs subsequent to the 2014 calendar year; (ii) the next tranche of restricted shares scheduled to vest for each grant awarded to you; and (iii) continuation of your coverage under Nationstar’s medical plan until the earlier of (A) the period of time it takes you to become eligible for the medical benefits program of a new employer or (B) twelve (12) months from the Termination Date.
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Jay Bray
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Chief Executive Officer
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Compensation:
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You will receive an annual salary of $400,000. You will be paid semi-monthly, at the rate of $16,666 per pay period.
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Bonus Opportunity:
|
For the plan year 2014, you will be eligible for an annualized bonus opportunity of 500% ($2,000,000) of your annual salary. All bonus awards are discretionary and contingent upon individual and company performance goals. You must be actively employed by Nationstar on the date the bonus is distributed to receive this opportunity.
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Bonus Guarantee
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For the plan year 2014, you will receive a guaranteed bonus of $1,000,000. You must be actively employed by Nationstar on the date the bonus is distributed to receive this opportunity.
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Long Term Equity:
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Beginning with the 2014 calendar year (granted in the first quarter of 2015), you can anticipate receiving an equity award of 35% of your actual cash bonus. All awards are approved by the Compensation Committee of the Board of Directors.
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Non-Compete:
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You agree that while employed by Nationstar and for the twelve (12) month period immediately following your termination of employment, you shall not directly or indirectly, either as principal, agent, employee, employer, consultant, partner or shareholder of a closely held corporation of shareholder in excess of five (5%) of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the mortgage lending business of Nationstar and its subsidiaries or of any other business in which Nationstar or its subsidiaries is engaged in at the time of your termination of employment, or which is part of Nationstar’s Developing Business, within states in which Nationstar is engaged in such business of Developing Business. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services Nationstar has developed and is in the process of developing during your employment with Nationstar. You further agree that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Nationstar and its respective affiliates, imposes no undue hardship on you, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.
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Non-Solicit:
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You agree that during the period of your employment and for the twelve (12) month period immediately following the date of your termination of employment with Nationstar for any reason, you shall not, directly or indirectly, solicit or induce any officer, director, employee, agent or consultant of Nationstar or any of their successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with Nationstar or any of their successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with Nationstar or any of their successors, assigns, subsidiaries or affiliates, for any other reason.
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Termination without Cause:
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Should you be terminated by Nationstar without Cause, you shall be entitled to, subject to your providing Nationstar with a signed release of claims in a form adopted by Nationstar from time to time, which shall contain customary terms and conditions, (i) twelve (12) months base salary, plus 100% of your prior year’s bonus; (ii) the next tranche of restricted shares scheduled to vest for each grant awarded to you; and (iii) continuation of your coverage under Nationstar’s medical plan until the earlier of (A) the period of time it takes you to become eligible for the medical benefits program of a new employer or (B) twelve (12) months from the Termination Date.
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6.
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Miscellaneous
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||||||||||
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2010
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2011
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2012
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2013
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2014
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||||||||||
Calculation of income/(loss) from continuing
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|||||||||||
before income taxes and fixed charges
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Net income/(loss) from continuing operations
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$
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(9,914
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)
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$
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20,887
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$
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205,287
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$
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217,054
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$
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221,024
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Income tax expense
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—
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—
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71,296
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129,200
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64,860
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||||||
Loss from equity method investments
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—
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107
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14,571
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—
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—
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||||||
Fixed Charges
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119,288
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109,039
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202,470
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547,781
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523,649
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Earnings as adjusted
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$
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109,374
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$
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130,033
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$
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493,624
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$
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894,035
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$
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809,533
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||||||||||
Calculation of fixed charges
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Interest expense
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$
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116,163
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$
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105,375
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$
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197,308
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$
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538,805
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$
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516,387
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Interest on lease obligations
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3,125
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3,664
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5,162
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9,148
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7,262
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|||||
Total fixed charges
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$
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119,288
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$
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109,039
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$
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202,470
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$
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547,953
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$
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523,649
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||||||||||
Calculation of Earnings to Fixed Charges
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0.92
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1.19
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2.44
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1.63
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1.55
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||||||
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||||||||||
Coverage deficiencies
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9,914
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—
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—
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—
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—
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Subsidiaries
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Jurisdiction of Organization
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Nationstar Sub1 LLC
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Delaware
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Nationstar Mortgage LLC
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Delaware
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(1)
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Registration Statement (Form S-3 No. 333-188872) of Nationstar Mortgage Holdings Inc., and
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(2)
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Registration Statement (Form S-8 No. 333-183332) pertaining to the 2012 Incentive Compensation Plan of Nationstar Mortgage Holdings Inc.;
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1.
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I have reviewed this annual report on Form 10-K for the year ended December 31, 2014 of Nationstar Mortgage Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15(d) - 15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2015
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/s/ Jay Bray
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Jay Bray
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K for the year ended December 31, 2014 of Nationstar Mortgage Holdings Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2015
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/s/ Robert D. Stiles
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Robert D. Stiles
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 27, 2015
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/s/ Jay Bray
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||
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Jay Bray
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||
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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February 27, 2015
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/s/ Robert D. Stiles
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Robert D. Stiles
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Chief Financial Officer
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