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|
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|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
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)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
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8950 Cypress Waters Blvd
Coppell, TX
|
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75019
|
(Address of principal executive offices)
|
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(Zip Code)
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Large Accelerated Filer
|
¨
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Accelerated Filer
|
x
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Non-Accelerated Filer
|
¨
(Do not check if a smaller reporting company.)
|
Smaller reporting company
|
¨
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Page
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
||
|
|
|
|
Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2016 and 2015
|
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2016 and 2015
|
|
|
|
|
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Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2016 and 2015
|
|
|
|
|
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Notes to Consolidated Financial Statements (unaudited)
|
|
|
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Item 2.
|
||
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
|
Item 4.
|
||
|
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
||
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
460,951
|
|
|
$
|
613,241
|
|
Restricted cash
|
307,564
|
|
|
332,105
|
|
||
Mortgage servicing rights, $3,088,123 and $3,358,327 at fair value, respectively
|
3,096,084
|
|
|
3,366,973
|
|
||
Advances, net
|
2,070,599
|
|
|
2,223,083
|
|
||
Reverse mortgage interests, net
|
7,584,086
|
|
|
7,514,323
|
|
||
Mortgage loans held for sale
|
1,880,654
|
|
|
1,429,691
|
|
||
Mortgage loans held for investment, net of allowance for loan losses of $3,549 and $3,549, respectively
|
166,564
|
|
|
173,650
|
|
||
Property and equipment, net of accumulated depreciation of $106,797 and $92,834, respectively
|
142,155
|
|
|
142,836
|
|
||
Derivative financial instruments
|
109,168
|
|
|
99,699
|
|
||
Other assets
|
733,699
|
|
|
721,832
|
|
||
Total assets
|
$
|
16,551,524
|
|
|
$
|
16,617,433
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
||||
Unsecured senior notes, net of unamortized debt issuance costs $21,535 and $22,940, respectively
|
$
|
2,025,265
|
|
|
$
|
2,025,754
|
|
Advance facilities, net of unamortized debt issuance costs $3,409 and $6,433, respectively
|
1,563,750
|
|
|
1,639,690
|
|
||
Warehouse facilities, net of unamortized debt issuance costs $2,171 and $3,206, respectively
|
2,414,495
|
|
|
1,890,320
|
|
||
Payables and accrued liabilities
|
1,139,400
|
|
|
1,296,387
|
|
||
MSR related liabilities - nonrecourse
|
1,242,999
|
|
|
1,300,782
|
|
||
Mortgage servicing liabilities
|
18,065
|
|
|
25,260
|
|
||
Derivative financial instruments
|
20,835
|
|
|
5,823
|
|
||
Other nonrecourse debt, net of unamortized debt issuance costs $5,758 and $4,558, respectively
|
6,545,196
|
|
|
6,666,040
|
|
||
Total liabilities
|
14,970,005
|
|
|
14,850,056
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
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, 109,909 shares and 109,826 shares issued, respectively
|
1,099
|
|
|
1,084
|
|
||
Additional paid-in-capital
|
1,109,005
|
|
|
1,104,972
|
|
||
Retained earnings
|
549,449
|
|
|
681,838
|
|
||
Treasury shares at cost; 7,036 and 989 shares, respectively
|
(86,395
|
)
|
|
(29,780
|
)
|
||
Total Nationstar stockholders' equity
|
1,573,158
|
|
|
1,758,114
|
|
||
Noncontrolling interest
|
8,361
|
|
|
9,263
|
|
||
Total stockholders' equity
|
1,581,519
|
|
|
1,767,377
|
|
||
Total liabilities and stockholders' equity
|
$
|
16,551,524
|
|
|
$
|
16,617,433
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Service related
|
$
|
92,653
|
|
|
$
|
215,123
|
|
Net gain on mortgage loans held for sale
|
171,116
|
|
|
166,994
|
|
||
Total revenues
|
263,769
|
|
|
382,117
|
|
||
Expenses:
|
|
|
|
||||
Salaries, wages and benefits
|
197,362
|
|
|
178,755
|
|
||
General and administrative
|
224,115
|
|
|
205,088
|
|
||
Total expenses
|
421,477
|
|
|
383,843
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest income
|
102,843
|
|
|
43,774
|
|
||
Interest expense
|
(160,776
|
)
|
|
(115,648
|
)
|
||
Gain on repurchase of unsecured senior notes
|
77
|
|
|
—
|
|
||
Gain (loss) on interest rate swaps and caps
|
8
|
|
|
(767
|
)
|
||
Total other expenses, net
|
(57,848
|
)
|
|
(72,641
|
)
|
||
Loss before income tax benefit
|
(215,556
|
)
|
|
(74,367
|
)
|
||
Income tax benefit
|
(82,265
|
)
|
|
(27,525
|
)
|
||
Net loss
|
(133,291
|
)
|
|
(46,842
|
)
|
||
Less: net income (loss) attributable to non-controlling interests
|
(902
|
)
|
|
1,473
|
|
||
Net loss attributable to Nationstar
|
$
|
(132,389
|
)
|
|
$
|
(48,315
|
)
|
|
|
|
|
||||
Net loss per common share attributable to common stockholders:
|
|
|
|
||||
Basic and diluted
|
$
|
(1.28
|
)
|
|
$
|
(0.54
|
)
|
Weighted average shares of common stock outstanding:
|
|
|
|
||||
Basic and diluted
|
103,098
|
|
|
89,911
|
|
||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
Number of Shares Outstanding
|
|
Amount
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Share Amount
|
|
Total Nationstar Stockholders'
Equity
|
|
Non-controlling Interests
|
|
Total
Equity
|
|||||||||||||||
Balance at December 31, 2014
|
90,357
|
|
|
$
|
910
|
|
|
$
|
587,446
|
|
|
$
|
643,059
|
|
|
$
|
(12,433
|
)
|
|
$
|
1,218,982
|
|
|
$
|
5,296
|
|
|
$
|
1,224,278
|
|
Shares issued under incentive plan
|
585
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisition on noncontrolling interest in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|
(760
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,524
|
|
|
—
|
|
|
—
|
|
|
5,524
|
|
|
—
|
|
|
5,524
|
|
|||||||
Stock offering
|
17,500
|
|
|
175
|
|
|
497,583
|
|
|
—
|
|
|
—
|
|
|
497,758
|
|
|
—
|
|
|
497,758
|
|
|||||||
Excess tax benefit from share based compensation
|
—
|
|
|
—
|
|
|
1,095
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
|
—
|
|
|
1,095
|
|
|||||||
Shares acquired by Nationstar related to incentive compensation awards
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,442
|
)
|
|
(5,442
|
)
|
|
—
|
|
|
(5,442
|
)
|
|||||||
Other
|
(675
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,315
|
)
|
|
—
|
|
|
(48,315
|
)
|
|
1,473
|
|
|
(46,842
|
)
|
|||||||
Balance at March 31, 2015
|
107,579
|
|
|
$
|
1,084
|
|
|
$
|
1,091,649
|
|
|
$
|
594,744
|
|
|
$
|
(17,875
|
)
|
|
$
|
1,669,602
|
|
|
$
|
6,009
|
|
|
$
|
1,675,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
108,837
|
|
|
$
|
1,084
|
|
|
$
|
1,104,972
|
|
|
$
|
681,838
|
|
|
$
|
(29,780
|
)
|
|
$
|
1,758,114
|
|
|
$
|
9,263
|
|
|
$
|
1,767,377
|
|
Shares issued under incentive plan
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
6,843
|
|
|
—
|
|
|
—
|
|
|
6,843
|
|
|
—
|
|
|
6,843
|
|
|||||||
Excess tax deficiency from share-based compensation
|
—
|
|
|
—
|
|
|
(2,795
|
)
|
|
—
|
|
|
—
|
|
|
(2,795
|
)
|
|
—
|
|
|
(2,795
|
)
|
|||||||
Shares acquired by Nationstar related to incentive compensation awards
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|
—
|
|
|
(1,564
|
)
|
|||||||
Repurchase of common stock
|
(5,522
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,051
|
)
|
|
(55,051
|
)
|
|
—
|
|
|
(55,051
|
)
|
|||||||
Other
|
(786
|
)
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,389
|
)
|
|
—
|
|
|
(132,389
|
)
|
|
(902
|
)
|
|
(133,291
|
)
|
|||||||
Balance at March 31, 2016
|
102,873
|
|
|
$
|
1,099
|
|
|
$
|
1,109,005
|
|
|
$
|
549,449
|
|
|
$
|
(86,395
|
)
|
|
$
|
1,573,158
|
|
|
$
|
8,361
|
|
|
$
|
1,581,519
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net loss attributable to Nationstar
|
$
|
(132,389
|
)
|
|
$
|
(48,315
|
)
|
Reconciliation of net loss to net cash attributable to operating activities:
|
|
|
|
||||
Noncontrolling interest
|
(902
|
)
|
|
1,473
|
|
||
Share-based compensation
|
6,843
|
|
|
5,524
|
|
||
Excess tax deficiency (benefit) from share-based compensation
|
2,795
|
|
|
(1,095
|
)
|
||
Net gain on mortgage loans held for sale
|
(171,116
|
)
|
|
(166,994
|
)
|
||
Mortgage loans originated and purchased, net of fees
|
(4,240,116
|
)
|
|
(4,209,078
|
)
|
||
Repurchases of loans and foreclosures out of Ginnie Mae securitizations
|
(486,124
|
)
|
|
(405,893
|
)
|
||
Proceeds on sale of and payments of mortgage loans held for sale and held for investment
|
4,377,242
|
|
|
4,003,126
|
|
||
Gain on repurchase of unsecured senior notes
|
(77
|
)
|
|
—
|
|
||
(Gain) loss on interest rate swaps and caps
|
(8
|
)
|
|
767
|
|
||
Depreciation and amortization
|
23,144
|
|
|
18,119
|
|
||
Amortization (accretion) of premiums (discounts)
|
9,878
|
|
|
(7,062
|
)
|
||
Fair value changes in excess spread financing
|
(23,699
|
)
|
|
13,114
|
|
||
Fair value changes and amortization/accretion of mortgage servicing rights
|
286,378
|
|
|
204,200
|
|
||
Fair value change in mortgage servicing rights financing liability
|
13,033
|
|
|
(4,386
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Advances
|
152,484
|
|
|
95,436
|
|
||
Reverse mortgage interests
|
(14,998
|
)
|
|
(180,793
|
)
|
||
Other assets
|
26,111
|
|
|
18,677
|
|
||
Payables and accrued liabilities
|
(159,895
|
)
|
|
2,873
|
|
||
Net cash attributable to operating activities
|
(331,416
|
)
|
|
(660,307
|
)
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Property and equipment additions, net of disposals
|
(13,104
|
)
|
|
(11,993
|
)
|
||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
(1,530
|
)
|
|
(196,081
|
)
|
||
Proceeds from sale of forward mortgage servicing rights
|
18,361
|
|
|
—
|
|
||
Purchase of reverse mortgage interests
|
(55,215
|
)
|
|
—
|
|
||
Proceeds on sale of reverse mortgage interest
|
450
|
|
|
—
|
|
||
Acquisitions, net
|
—
|
|
|
(31,276
|
)
|
||
Net cash attributable to investing activities
|
(51,038
|
)
|
|
(239,350
|
)
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Financing Activities
|
|
|
|
||||
Transfers (to) from restricted cash, net
|
24,541
|
|
|
(73,012
|
)
|
||
Issuance of common stock, net of issuance costs
|
—
|
|
|
497,758
|
|
||
Debt financing costs
|
(2,497
|
)
|
|
(1,549
|
)
|
||
Increase in warehouse facilities
|
522,893
|
|
|
904,850
|
|
||
Decrease in advance facilities
|
(79,048
|
)
|
|
(18,471
|
)
|
||
Proceeds from HECM securitizations
|
281,680
|
|
|
73,082
|
|
||
Repayment of HECM securitizations
|
(285,985
|
)
|
|
(26,829
|
)
|
||
Issuance of excess spread financing
|
—
|
|
|
52,957
|
|
||
Repayment of excess spread financing
|
(47,117
|
)
|
|
(49,516
|
)
|
||
Increase (decrease) in participating interest financing in reverse mortgage interests
|
(120,362
|
)
|
|
64,781
|
|
||
Repayment of nonrecourse debt – legacy assets
|
(3,056
|
)
|
|
(3,273
|
)
|
||
Repurchase of unsecured senior notes
|
(1,475
|
)
|
|
—
|
|
||
Excess tax (deficiency) benefit from share-based compensation
|
(2,795
|
)
|
|
1,095
|
|
||
Surrender of shares relating to stock vesting
|
(1,564
|
)
|
|
(5,442
|
)
|
||
Repurchase of common stock
|
(55,051
|
)
|
|
—
|
|
||
Net cash attributable to financing activities
|
230,164
|
|
|
1,416,431
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(152,290
|
)
|
|
516,774
|
|
||
Cash and cash equivalents at beginning of period
|
613,241
|
|
|
299,002
|
|
||
Cash and cash equivalents at end of period
|
$
|
460,951
|
|
|
$
|
815,776
|
|
|
|
|
|
||||
Supplemental disclosures of cash activities
|
|
|
|
||||
Cash paid for interest expense
|
$
|
166,898
|
|
|
$
|
110,144
|
|
Net cash (received from) paid for income taxes
|
$
|
15,365
|
|
|
$
|
(609
|
)
|
Supplemental disclosures of non-cash activities
|
|
|
|
||||
Claims made to third parties
|
$
|
13,910
|
|
|
$
|
22,116
|
|
|
As presented
|
|
|
|
As adjusted
|
||||||
|
December 31, 2015
|
|
Reclassification
|
|
December 31, 2015
|
||||||
Other assets
|
$
|
758,969
|
|
|
$
|
(37,137
|
)
|
|
$
|
721,832
|
|
Unsecured senior notes
|
2,048,694
|
|
|
(22,940
|
)
|
|
2,025,754
|
|
|||
Advance facilities
|
1,646,123
|
|
|
(6,433
|
)
|
|
1,639,690
|
|
|||
Warehouse facilities
|
1,893,526
|
|
|
(3,206
|
)
|
|
1,890,320
|
|
|||
Other nonrecourse debt
|
6,670,598
|
|
|
(4,558
|
)
|
|
6,666,040
|
|
MSRs and Related Liabilities
|
March 31, 2016
|
|
December 31, 2015
|
||||
MSRs - fair value
|
$
|
3,088,123
|
|
|
$
|
3,358,327
|
|
MSRs - LOCOM
|
7,961
|
|
|
8,646
|
|
||
Mortgage servicing rights
|
$
|
3,096,084
|
|
|
$
|
3,366,973
|
|
|
|
|
|
||||
Mortgage servicing liabilities - LOCOM
|
$
|
18,065
|
|
|
$
|
25,260
|
|
|
|
|
|
||||
Excess spread financing - fair value
|
$
|
1,161,270
|
|
|
$
|
1,232,086
|
|
Mortgage servicing rights financing liability - fair value
|
81,729
|
|
|
68,696
|
|
||
MSR related liabilities (nonrecourse)
|
$
|
1,242,999
|
|
|
$
|
1,300,782
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
Credit sensitive
|
$
|
214,623,983
|
|
|
$
|
1,918,310
|
|
|
$
|
224,334,415
|
|
|
$
|
2,016,617
|
|
Interest sensitive
|
118,036,249
|
|
|
1,169,813
|
|
|
121,341,842
|
|
|
1,341,710
|
|
||||
Total
|
$
|
332,660,232
|
|
|
$
|
3,088,123
|
|
|
$
|
345,676,257
|
|
|
$
|
3,358,327
|
|
|
Three months ended March 31,
|
||||||
MSRs - Fair Value
|
2016
|
|
2015
|
||||
Fair value at the beginning of the period
|
$
|
3,358,327
|
|
|
$
|
2,949,739
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
39,663
|
|
|
44,232
|
|
||
Purchases of servicing assets
|
1,643
|
|
|
238,413
|
|
||
Dispositions:
|
|
|
|
||||
Dispositions
|
(18,621
|
)
|
|
—
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
(235,581
|
)
|
|
(109,684
|
)
|
||
Other changes in fair value
|
(57,308
|
)
|
|
(100,502
|
)
|
||
Fair value at the end of the period
|
$
|
3,088,123
|
|
|
$
|
3,022,198
|
|
Credit Sensitive
|
March 31, 2016
|
|
December 31, 2015
|
||
Discount rate
|
11.6
|
%
|
|
11.6
|
%
|
Total prepayment speeds
|
16.4
|
%
|
|
16.5
|
%
|
Expected weighted-average life
|
5.8 years
|
|
|
5.9 years
|
|
|
|
|
|
||
Interest Sensitive
|
March 31, 2016
|
|
December 31, 2015
|
||
Discount rate
|
9.2
|
%
|
|
9.1
|
%
|
Total prepayment speeds
|
14.1
|
%
|
|
12.4
|
%
|
Expected weighted-average life
|
5.6 years
|
|
|
6.1 years
|
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
||||||||||||
|
100 bps
Adverse
Change
|
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
|
20%
Adverse
Change
|
||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(105,221
|
)
|
|
$
|
(206,145
|
)
|
|
$
|
(132,489
|
)
|
|
$
|
(253,694
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(123,115
|
)
|
|
$
|
(237,779
|
)
|
|
$
|
(132,277
|
)
|
|
$
|
(253,028
|
)
|
|
Three months ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Activity of MSRs - LOCOM
|
|
|
|
|
|
|
|
||||||||
Balance at the beginning of the period
|
$
|
8,646
|
|
|
$
|
25,260
|
|
|
$
|
11,582
|
|
|
$
|
65,382
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Purchase/assumptions of servicing rights/obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Amortization/accretion
|
(685
|
)
|
|
(7,195
|
)
|
|
(798
|
)
|
|
(6,783
|
)
|
||||
Balance at end of the period
|
$
|
7,961
|
|
|
$
|
18,065
|
|
|
$
|
10,784
|
|
|
$
|
58,599
|
|
Fair value at end of period
|
$
|
28,129
|
|
|
$
|
2,416
|
|
|
$
|
32,618
|
|
|
$
|
55,579
|
|
Excess Spread Financing
|
Prepayment Speeds
|
|
Average
Life (Years) |
|
Discount
Rate |
|
Recapture Rate
|
March 31, 2016
|
|
|
|
|
|
|
|
Low
|
8.5%
|
|
4.1
|
|
8.5%
|
|
6.7%
|
High
|
15.9%
|
|
7.2
|
|
14.1%
|
|
28.9%
|
Weighted-average
|
11.9%
|
|
5.8
|
|
11.0%
|
|
18.3%
|
December 31, 2015
|
|
|
|
|
|
|
|
Low
|
7.4%
|
|
4.2
|
|
8.5%
|
|
6.8%
|
High
|
17.1%
|
|
7.8
|
|
14.1%
|
|
30.0%
|
Weighted-average
|
11.6%
|
|
5.9
|
|
11.2%
|
|
17.7%
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
||||||||||||
|
100 bps
Adverse
Change
|
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
|
20%
Adverse
Change
|
||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
43,552
|
|
|
$
|
90,412
|
|
|
$
|
42,394
|
|
|
$
|
88,488
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
41,806
|
|
|
$
|
86,791
|
|
|
$
|
36,530
|
|
|
$
|
76,373
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||
Advance financing rates
|
3.1
|
%
|
|
3.0
|
%
|
Annual advance recovery rates
|
20.5
|
%
|
|
20.9
|
%
|
|
Three months ended March 31,
|
||||||
Service Fee Income (Loss)
|
2016
|
|
2015
|
||||
Contractually specified servicing fees
|
$
|
281,088
|
|
|
$
|
276,444
|
|
Incentive and modification income
|
23,801
|
|
|
22,865
|
|
||
Late fees
|
18,523
|
|
|
17,583
|
|
||
Other service-related income
|
30,294
|
|
|
33,120
|
|
||
Remittances to counterparties for contractual transfer of servicing assets
|
(74,387
|
)
|
|
(74,657
|
)
|
||
Mark-to-market
|
(255,008
|
)
|
|
(112,443
|
)
|
||
Amortization
|
(48,662
|
)
|
|
(62,915
|
)
|
||
Total service fee income (loss)
|
$
|
(24,351
|
)
|
|
$
|
99,997
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Agency
|
$
|
1,280,744
|
|
|
$
|
1,396,176
|
|
Non-agency
|
789,855
|
|
|
826,907
|
|
||
Total advances, net
|
$
|
2,070,599
|
|
|
$
|
2,223,083
|
|
|
|||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
Participating Interests
|
$
|
5,752,917
|
|
|
$
|
5,864,329
|
|
Other interests securitized, net of reserves of $ 27,626 and $32,780, respectively
|
682,797
|
|
|
682,137
|
|
||
Unsecuritized interests, net of reserves of $33,091 and $20,133, respectively
|
1,093,157
|
|
|
967,857
|
|
||
Reverse mortgage loans held for sale
|
55,215
|
|
|
—
|
|
||
Total reverse mortgage interests
|
$
|
7,584,086
|
|
|
$
|
7,514,323
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Mortgage loans held for sale – unpaid principal balance
|
$
|
1,792,620
|
|
|
$
|
1,373,607
|
|
Mark-to-market adjustment
(1)
|
88,034
|
|
|
56,084
|
|
||
Total mortgage loans held for sale
|
$
|
1,880,654
|
|
|
$
|
1,429,691
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
Mortgage Loans Held for Sale - Unpaid Principal Balance
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
Non-accrual
|
$
|
31,253
|
|
|
$
|
28,030
|
|
|
$
|
31,390
|
|
|
$
|
28,996
|
|
Mortgage Loans Held for Sale - Unpaid Principal Balance
|
March 31, 2016
|
|
December 31, 2015
|
||||
Foreclosure
|
$
|
21,809
|
|
|
$
|
16,174
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Mortgage loans held for sale – beginning balance
|
$
|
1,429,691
|
|
|
$
|
1,277,931
|
|
Mortgage loans originated and purchased, net of fees
|
4,240,116
|
|
|
4,209,078
|
|
||
Repurchase of loans out of Ginnie Mae securitizations
|
222,712
|
|
|
393,550
|
|
||
Claims made to third parties
(1)
|
(13,910
|
)
|
|
(22,116
|
)
|
||
Proceeds on sale of and payments of mortgage loans held for sale
|
(4,134,959
|
)
|
|
(3,976,647
|
)
|
||
Gain on sale of mortgage loans
(2)
|
137,004
|
|
|
114,202
|
|
||
Mortgage loans held for sale – ending balance
|
$
|
1,880,654
|
|
|
$
|
1,995,998
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Mortgage loans held for investment, net – unpaid principal balance
|
$
|
240,194
|
|
|
$
|
250,033
|
|
Transfer discount:
|
|
|
|
||||
Accretable
|
(14,398
|
)
|
|
(14,631
|
)
|
||
Non-accretable
|
(55,683
|
)
|
|
(58,203
|
)
|
||
Allowance for loan losses
|
(3,549
|
)
|
|
(3,549
|
)
|
||
Total mortgage loans held for investment, net
|
$
|
166,564
|
|
|
$
|
173,650
|
|
|
Three months ended March 31, 2016
|
|
Twelve months ended December 31, 2015
|
||||
Accretable Yield
|
|
|
|
||||
Balance at the beginning of the period
|
$
|
14,631
|
|
|
$
|
15,503
|
|
Accretion
|
(668
|
)
|
|
(2,727
|
)
|
||
Reclassifications from nonaccretable discount
|
435
|
|
|
1,855
|
|
||
Balance at the end of the period
|
$
|
14,398
|
|
|
$
|
14,631
|
|
Mortgage Loans Held for Investment - Unpaid Principal Balance
|
March 31, 2016
|
|
December 31, 2015
|
||||
Foreclosure
|
$
|
40,532
|
|
|
$
|
41,406
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Receivables from trusts, agencies and prior servicers, net
(1)
|
$
|
186,268
|
|
|
$
|
229,452
|
|
Accrued revenue
|
164,417
|
|
|
180,036
|
|
||
Loans subject to repurchase right from Ginnie Mae
|
179,881
|
|
|
117,163
|
|
||
Goodwill
|
71,141
|
|
|
71,141
|
|
||
Intangible assets
|
48,006
|
|
|
49,869
|
|
||
Deferred financing costs
|
5,915
|
|
|
5,713
|
|
||
Prepaid expenses
|
18,213
|
|
|
19,800
|
|
||
Receivables from affiliates, net
|
7,219
|
|
|
7,510
|
|
||
Real estate owned (REO), net
|
3,743
|
|
|
3,595
|
|
||
Other
|
48,896
|
|
|
37,553
|
|
||
Total other assets
|
$
|
733,699
|
|
|
$
|
721,832
|
|
|
Expiration
Dates
|
|
Outstanding
Notional
|
|
Fair
Value
|
|
Recorded
Gains /
(Losses)
|
||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
|
|
|
|
|
|
|
||||||
Loan sale commitments
|
2016
|
|
$
|
123,810
|
|
|
$
|
(562
|
)
|
|
$
|
(814
|
)
|
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2016
|
|
3,272,423
|
|
|
99,462
|
|
|
10,324
|
|
|||
Forward MBS trades
|
2016
|
|
350,830
|
|
|
346
|
|
|
(5,777
|
)
|
|||
LPCs
|
2016
|
|
615,172
|
|
|
8,944
|
|
|
5,072
|
|
|||
Eurodollar futures
|
2016-2021
|
|
6,000
|
|
|
11
|
|
|
(49
|
)
|
|||
Interest rate swaps
|
2017
|
|
11,481
|
|
|
405
|
|
|
(102
|
)
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2016
|
|
4,289
|
|
|
37
|
|
|
(32
|
)
|
|||
Forward MBS trades
|
2016
|
|
3,313,327
|
|
|
19,540
|
|
|
(15,794
|
)
|
|||
LPCs
|
2016
|
|
68,933
|
|
|
233
|
|
|
1,221
|
|
|||
Eurodollar futures
|
2016-2021
|
|
381,000
|
|
|
594
|
|
|
(518
|
)
|
|||
Interest rate swaps
|
2017
|
|
11,481
|
|
|
431
|
|
|
110
|
|
|||
|
|
|
|
|
|
|
|
||||||
Twelve months ended December 31, 2015
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
|
|
|
|
|
|
|
||||||
Loan sale commitments
|
2016
|
|
$
|
175,570
|
|
|
$
|
252
|
|
|
$
|
256
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2016
|
|
2,767,927
|
|
|
89,138
|
|
|
1,236
|
|
|||
Forward MBS trades
|
2016
|
|
1,665,894
|
|
|
6,123
|
|
|
5,839
|
|
|||
LPCs
|
2016
|
|
387,891
|
|
|
3,872
|
|
|
1,873
|
|
|||
Eurodollar futures
|
2016-2021
|
|
176,000
|
|
|
60
|
|
|
59
|
|
|||
Interest rate swaps and caps
|
2016-2017
|
|
845,876
|
|
|
506
|
|
|
(359
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2016
|
|
2,304
|
|
|
5
|
|
|
2
|
|
|||
Forward MBS trades
|
2016
|
|
1,807,418
|
|
|
3,746
|
|
|
14,614
|
|
|||
LPCs
|
2016
|
|
314,047
|
|
|
1,454
|
|
|
(1,406
|
)
|
|||
Eurodollar futures
|
2016-2021
|
|
95,000
|
|
|
76
|
|
|
(69
|
)
|
|||
Interest rate swaps and caps
|
2016-2017
|
|
12,543
|
|
|
542
|
|
|
(439
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Advance Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
MBS advance financing facility
|
LIBOR+2.50%
|
|
March
2017 |
|
Servicing advance receivables
|
|
$
|
130,000
|
|
|
$
|
71,661
|
|
|
$
|
65,022
|
|
|
$
|
82,208
|
|
|
$
|
89,221
|
|
Nationstar agency advance financing facility
|
LIBOR+2.00%
|
|
January
2017 |
|
Servicing advance receivables
|
|
400,000
|
|
|
302,386
|
|
|
319,398
|
|
|
310,316
|
|
|
364,352
|
|
|||||
MBS advance financing facility (2012)
|
LIBOR+5.00%
|
|
May 31, 2016
|
|
Servicing advance receivables
|
|
50,000
|
|
|
44,594
|
|
|
53,380
|
|
|
50,000
|
|
|
69,942
|
|
|||||
Nationstar mortgage advance receivable
trust |
LIBOR+ 2.00%
|
|
June
2016 |
|
Servicing advance receivables
|
|
500,000
|
|
|
330,865
|
|
|
389,681
|
|
|
335,408
|
|
|
394,110
|
|
|||||
MBS servicer advance facility (2014)
|
LIBOR+3.50%
|
|
August
2016 |
|
Servicing advance receivables
|
|
125,000
|
|
|
121,893
|
|
|
191,473
|
|
|
105,657
|
|
|
185,392
|
|
|||||
Nationstar agency advance receivables trust
|
LIBOR+2.00%
|
|
October
2017 |
|
Servicing advance receivables
|
|
1,400,000
|
|
|
695,760
|
|
|
752,588
|
|
|
762,534
|
|
|
822,504
|
|
|||||
Advance facilities principal amount
|
|
|
|
|
|
|
|
|
1,567,159
|
|
|
1,771,542
|
|
|
1,646,123
|
|
|
1,925,521
|
|
||||||
Debt issuance costs
|
|
|
|
|
|
|
|
|
(3,409
|
)
|
|
—
|
|
|
(6,433
|
)
|
|
—
|
|
||||||
Advance facilities, net of unamortized debt issuance costs
|
|
|
|
|
|
|
|
|
$
|
1,563,750
|
|
|
$
|
1,771,542
|
|
|
$
|
1,639,690
|
|
|
$
|
1,925,521
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Warehouse Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$1.3 billion warehouse facility
|
LIBOR+2.0% to 2.875%
|
|
October
2016 |
|
Mortgage loans or MBS
|
|
$
|
1,300,000
|
|
|
$
|
887,423
|
|
|
$
|
941,098
|
|
|
$
|
633,694
|
|
|
$
|
677,775
|
|
$1.0 billion warehouse facility
|
LIBOR+1.75% to 3.25%
|
|
June
2016 |
|
Mortgage loans or MBS
|
|
1,000,000
|
|
|
725,773
|
|
|
755,697
|
|
|
544,951
|
|
|
621,526
|
|
|||||
$500 million warehouse facility
|
LIBOR+1.75% to 2.75%
|
|
September
2016 |
|
Mortgage loans or MBS
|
|
500,000
|
|
|
271,662
|
|
|
277,933
|
|
|
174,702
|
|
|
178,923
|
|
|||||
$500 million warehouse facility
|
LIBOR+ 2.00% to 2.50%
|
|
November
2016 |
|
Mortgage loans or MBS
|
|
500,000
|
|
|
204,082
|
|
|
224,325
|
|
|
257,479
|
|
|
274,497
|
|
|||||
$350 million warehouse facility
|
LIBOR+2.20% to 4.50%
|
|
April
2017 |
|
Mortgage loans or MBS
|
|
350,000
|
|
|
21,485
|
|
|
29,359
|
|
|
97,790
|
|
|
111,541
|
|
|||||
$200 million warehouse facility
|
LIBOR+1.50%
|
|
April
2017 |
|
Mortgage loans or MBS
|
|
200,000
|
|
|
67,381
|
|
|
69,202
|
|
|
8,531
|
|
|
9,052
|
|
|||||
$300 million warehouse facility
|
LIBOR + 2.25%
|
|
December
2016 |
|
Mortgage loans or MBS
|
|
300,000
|
|
|
32,723
|
|
|
38,536
|
|
|
23,014
|
|
|
27,769
|
|
|||||
$200 million warehouse facility
|
LIBOR + 2.75% to 3.875%
|
|
November
2016 |
|
Mortgage loans or MBS
|
|
200,000
|
|
|
152,832
|
|
|
191,839
|
|
|
45,106
|
|
|
50,083
|
|
|||||
$75 million warehouse facility (HCM)
(1)
|
LIBOR+ 2.25% to 2.875%
|
|
October
2016 |
|
Mortgage loans or MBS
|
|
75,000
|
|
|
24,913
|
|
|
29,547
|
|
|
53,102
|
|
|
59,563
|
|
|||||
$100 million warehouse facility (HCM)
|
LIBOR + 2.50% to 2.75%
|
|
November
2016 |
|
Mortgage loans or MBS
|
|
100,000
|
|
|
28,392
|
|
|
29,613
|
|
|
55,157
|
|
|
60,581
|
|
|||||
Warehouse facilities principal amount
|
|
|
|
|
|
|
|
|
2,416,666
|
|
|
2,587,149
|
|
|
1,893,526
|
|
|
2,071,310
|
|
||||||
Debt issuance costs
|
|
|
|
|
|
|
|
|
(2,171
|
)
|
|
—
|
|
|
(3,206
|
)
|
|
—
|
|
||||||
Warehouse facilities, net of unamortized debt issuance costs
|
|
|
|
|
|
|
|
|
$
|
2,414,495
|
|
|
$
|
2,587,149
|
|
|
$
|
1,890,320
|
|
|
$
|
2,071,310
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loans, net
|
|
|
|
|
|
|
|
|
$
|
1,782,803
|
|
|
$
|
1,867,637
|
|
|
$
|
1,539,457
|
|
|
$
|
1,681,352
|
|
||
Reverse mortgage interests, net
|
|
|
|
|
|
|
|
$
|
631,692
|
|
|
$
|
719,512
|
|
|
$
|
350,863
|
|
|
$
|
389,958
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
$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
|
362,074
|
|
|
362,750
|
|
||
$400 million face value, 7.875% interest rate payable semi-annually, due October 2020
|
400,425
|
|
|
400,448
|
|
||
$600 million face value, 6.500% interest rate payable semi-annually, due July 2021
|
595,760
|
|
|
596,955
|
|
||
$300 million face value, 6.500% interest rate payable semi-annually, due June 2022
|
213,541
|
|
|
213,541
|
|
||
Unsecured senior notes principal amount, subtotal
|
2,046,800
|
|
|
2,048,694
|
|
||
Debt issuance costs
|
(21,535
|
)
|
|
(22,940
|
)
|
||
Unsecured senior notes, net of unamortized debt issuance costs
|
$
|
2,025,265
|
|
|
$
|
2,025,754
|
|
Year
|
Amount
|
||
2016
|
$
|
—
|
|
2017
|
—
|
|
|
2018
|
475,000
|
|
|
2019
|
362,074
|
|
|
2020
|
400,425
|
|
|
Thereafter
|
809,301
|
|
|
Unsecured senior notes principal amount
|
2,046,800
|
|
|
Unamortized debt issuance costs
|
(21,535
|
)
|
|
Unsecured senior notes, net of unamortized debt issuance costs
|
$
|
2,025,265
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Participating interest financing
|
$
|
5,833,773
|
|
|
$
|
5,947,407
|
|
2014-1 HECM securitization
|
—
|
|
|
226,851
|
|
||
2015-1 HECM securitization
|
199,309
|
|
|
222,495
|
|
||
2015-2 HECM securitization
|
183,569
|
|
|
209,030
|
|
||
2016-1 HECM securitization
|
272,115
|
|
|
—
|
|
||
Nonrecourse debt - legacy assets
|
62,188
|
|
|
64,815
|
|
||
Other nonrecourse debt principal amount
|
6,550,954
|
|
|
6,670,598
|
|
||
Unamortized debt issuance costs
|
(5,758
|
)
|
|
(4,558
|
)
|
||
Other nonrecourse debt, net of unamortized debt issuance costs
|
$
|
6,545,196
|
|
|
$
|
6,666,040
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Payables to servicing and subservicing investors
|
$
|
447,996
|
|
|
$
|
483,535
|
|
Loans subject to repurchase from Ginnie Mae
|
179,881
|
|
|
117,163
|
|
||
Accrued bonus and payroll
|
68,700
|
|
|
96,381
|
|
||
Payables to GSEs
|
81,132
|
|
|
87,748
|
|
||
Payable to insurance carriers and insurance cancellation reserves
|
71,174
|
|
|
69,936
|
|
||
Accrued interest
|
63,675
|
|
|
61,071
|
|
||
Repurchase reserves
|
26,015
|
|
|
26,404
|
|
||
Payables to securitization trusts
|
20,450
|
|
|
24,910
|
|
||
MSR purchases payable including advances
|
9,702
|
|
|
21,851
|
|
||
Other
|
170,675
|
|
|
307,388
|
|
||
Total payables and accrued liabilities
|
$
|
1,139,400
|
|
|
$
|
1,296,387
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Transfers
Accounted for as Secured Borrowings |
|
Reverse Secured Borrowings
|
|
Transfers
Accounted for as Secured Borrowings |
|
Reverse Secured Borrowings
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
107,176
|
|
|
$
|
24,962
|
|
|
$
|
94,361
|
|
|
$
|
36,089
|
|
Reverse mortgage interests, net
|
—
|
|
|
6,435,794
|
|
|
—
|
|
|
6,546,466
|
|
||||
Advances
|
1,461,733
|
|
|
—
|
|
|
1,580,966
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
167,222
|
|
|
—
|
|
|
172,810
|
|
|
—
|
|
||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Other assets
|
4,639
|
|
|
—
|
|
|
4,538
|
|
|
—
|
|
||||
Total assets
|
$
|
1,740,770
|
|
|
$
|
6,460,756
|
|
|
$
|
1,852,682
|
|
|
$
|
6,582,555
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Advance facilities
|
$
|
1,329,011
|
|
|
$
|
—
|
|
|
$
|
1,408,258
|
|
|
$
|
—
|
|
Payables and accrued liabilities
|
2,173
|
|
|
498
|
|
|
2,116
|
|
|
665
|
|
||||
Nonrecourse debt–legacy assets
|
62,188
|
|
|
—
|
|
|
64,815
|
|
|
—
|
|
||||
2014-1 HECM securitization
|
—
|
|
|
—
|
|
|
—
|
|
|
226,851
|
|
||||
2015-1 HECM securitization
|
—
|
|
|
199,309
|
|
|
—
|
|
|
222,495
|
|
||||
2015-2 HECM securitization
|
—
|
|
|
183,569
|
|
|
—
|
|
|
209,030
|
|
||||
2016-1 HECM securitization
|
—
|
|
|
272,116
|
|
|
—
|
|
|
—
|
|
||||
Participating interest financing
|
—
|
|
|
5,833,773
|
|
|
—
|
|
|
5,947,407
|
|
||||
Total liabilities
|
$
|
1,393,372
|
|
|
$
|
6,489,265
|
|
|
$
|
1,475,189
|
|
|
$
|
6,606,448
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Total collateral balances
|
$
|
3,020,839
|
|
|
$
|
3,113,784
|
|
Total certificate balances
|
2,726,618
|
|
|
2,810,903
|
|
Principal Amount of Loans 60 Days or More Past Due
|
March 31, 2016
|
|
December 31, 2015
|
||||
Unconsolidated securitization trusts
|
$
|
677,879
|
|
|
$
|
727,879
|
|
|
Three months ended March 31,
|
||||||
Credit Losses
|
2016
|
|
2015
|
||||
Unconsolidated securitization trusts
|
$
|
32,100
|
|
|
$
|
57,461
|
|
|
Three months ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Servicing Fees
Received |
|
Loan
Repurchases |
|
Servicing Fees
Received |
|
Loan
Repurchases |
||||||||
Unconsolidated securitization trusts
|
$
|
6,009
|
|
|
$
|
—
|
|
|
$
|
6,373
|
|
|
$
|
—
|
|
|
|
|
March 31, 2016
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,880,654
|
|
|
$
|
—
|
|
|
$
|
1,880,654
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
3,088,123
|
|
|
—
|
|
|
—
|
|
|
3,088,123
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
99,462
|
|
|
—
|
|
|
99,462
|
|
|
—
|
|
||||
Forward MBS trades
|
346
|
|
|
—
|
|
|
346
|
|
|
—
|
|
||||
LPCs
|
8,944
|
|
|
—
|
|
|
8,944
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
405
|
|
|
—
|
|
|
405
|
|
|
—
|
|
||||
Eurodollar futures
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Total assets
|
$
|
5,077,945
|
|
|
$
|
—
|
|
|
$
|
1,989,822
|
|
|
$
|
3,088,123
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
Forward MBS trades
|
19,540
|
|
|
—
|
|
|
19,540
|
|
|
—
|
|
||||
LPCs
|
233
|
|
|
—
|
|
|
233
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
431
|
|
|
—
|
|
|
431
|
|
|
—
|
|
||||
Eurodollar futures
|
594
|
|
|
—
|
|
|
594
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
81,729
|
|
|
—
|
|
|
—
|
|
|
81,729
|
|
||||
Excess spread financing
|
1,161,270
|
|
|
—
|
|
|
—
|
|
|
1,161,270
|
|
||||
Total liabilities
|
$
|
1,263,834
|
|
|
$
|
—
|
|
|
$
|
20,835
|
|
|
$
|
1,242,999
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,429,691
|
|
|
$
|
—
|
|
|
$
|
1,429,691
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
3,358,327
|
|
|
—
|
|
|
—
|
|
|
3,358,327
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
89,138
|
|
|
—
|
|
|
89,138
|
|
|
—
|
|
||||
Forward MBS trades
|
6,123
|
|
|
—
|
|
|
6,123
|
|
|
—
|
|
||||
LPCs
|
3,872
|
|
|
—
|
|
|
3,872
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
506
|
|
|
—
|
|
|
506
|
|
|
—
|
|
||||
Eurodollar futures
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Total assets
|
$
|
4,887,717
|
|
|
$
|
—
|
|
|
$
|
1,529,390
|
|
|
$
|
3,358,327
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Forward MBS trades
|
3,746
|
|
|
—
|
|
|
3,746
|
|
|
—
|
|
||||
LPCs
|
1,454
|
|
|
—
|
|
|
1,454
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
542
|
|
|
—
|
|
|
542
|
|
|
—
|
|
||||
Eurodollar futures
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
68,696
|
|
|
—
|
|
|
—
|
|
|
68,696
|
|
||||
Excess spread financing
|
1,232,086
|
|
|
—
|
|
|
—
|
|
|
1,232,086
|
|
||||
Total liabilities
|
$
|
1,306,605
|
|
|
$
|
—
|
|
|
$
|
5,823
|
|
|
$
|
1,300,782
|
|
|
Assets
|
|
Liabilities
|
||||||||
Three months ended March 31, 2016
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage servicing rights financing
|
||||||
Beginning balance
|
$
|
3,358,327
|
|
|
$
|
1,232,086
|
|
|
$
|
68,696
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
(292,889
|
)
|
|
(23,699
|
)
|
|
13,033
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
1,643
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
39,663
|
|
|
—
|
|
|
—
|
|
|||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(47,117
|
)
|
|
—
|
|
|||
Dispositions
|
(18,621
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
3,088,123
|
|
|
$
|
1,161,270
|
|
|
$
|
81,729
|
|
|
Assets
|
|
Liabilities
|
||||||||
Twelve months ended December 31, 2015
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage servicing rights financing
|
||||||
Beginning balance
|
$
|
2,949,739
|
|
|
$
|
1,031,035
|
|
|
$
|
49,430
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
(496,990
|
)
|
|
25,631
|
|
|
19,266
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
729,984
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
221,762
|
|
|
385,637
|
|
|
—
|
|
|||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(210,217
|
)
|
|
—
|
|
|||
Dispositions
|
(46,168
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
3,358,327
|
|
|
$
|
1,232,086
|
|
|
$
|
68,696
|
|
|
March 31, 2016
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
460,951
|
|
|
$
|
460,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
307,564
|
|
|
307,564
|
|
|
—
|
|
|
—
|
|
||||
Advances, net
|
2,070,599
|
|
|
—
|
|
|
—
|
|
|
2,070,599
|
|
||||
Reverse mortgage interests, net
|
7,584,086
|
|
|
—
|
|
|
—
|
|
|
7,624,696
|
|
||||
Mortgage loans held for sale
|
1,880,654
|
|
|
—
|
|
|
1,880,654
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
166,564
|
|
|
—
|
|
|
—
|
|
|
170,584
|
|
||||
Derivative financial instruments
|
109,168
|
|
|
—
|
|
|
109,168
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Unsecured senior notes
|
2,025,265
|
|
|
1,918,283
|
|
|
—
|
|
|
—
|
|
||||
Advance facilities
|
1,563,750
|
|
|
—
|
|
|
1,563,750
|
|
|
—
|
|
||||
Warehouse facilities
|
2,414,495
|
|
|
—
|
|
|
2,414,495
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
81,729
|
|
|
—
|
|
|
—
|
|
|
81,729
|
|
||||
Derivative financial instruments
|
20,835
|
|
|
—
|
|
|
20,835
|
|
|
—
|
|
||||
Excess spread financing
|
1,161,270
|
|
|
—
|
|
|
—
|
|
|
1,161,270
|
|
||||
Nonrecourse debt - legacy assets
|
62,188
|
|
|
—
|
|
|
—
|
|
|
61,466
|
|
||||
Participating interest financing
|
5,833,773
|
|
|
—
|
|
|
5,809,749
|
|
|
—
|
|
||||
2015-1 HECM securitization
|
199,309
|
|
|
—
|
|
|
—
|
|
|
208,201
|
|
||||
2015-2 HECM securitization
|
183,569
|
|
|
—
|
|
|
—
|
|
|
208,619
|
|
||||
2016-1 HECM securitization
|
272,115
|
|
|
—
|
|
|
—
|
|
|
290,125
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
613,241
|
|
|
$
|
613,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
332,105
|
|
|
332,105
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loans held for sale
|
1,429,691
|
|
|
—
|
|
|
1,429,691
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
173,650
|
|
|
—
|
|
|
—
|
|
|
174,147
|
|
||||
Advances, net
|
2,223,083
|
|
|
—
|
|
|
—
|
|
|
2,223,083
|
|
||||
Reverse mortgage interests
|
7,514,323
|
|
|
—
|
|
|
—
|
|
|
7,705,475
|
|
||||
Derivative financial instruments
|
99,699
|
|
|
—
|
|
|
99,699
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Unsecured senior notes
|
2,048,694
|
|
|
1,911,777
|
|
|
—
|
|
|
—
|
|
||||
Advance facilities
|
1,646,123
|
|
|
—
|
|
|
1,646,123
|
|
|
—
|
|
||||
Warehouse facilities
|
1,893,526
|
|
|
—
|
|
|
1,893,526
|
|
|
—
|
|
||||
Derivative financial instruments
|
5,823
|
|
|
—
|
|
|
5,823
|
|
|
—
|
|
||||
Excess spread financing
|
1,232,086
|
|
|
—
|
|
|
—
|
|
|
1,232,086
|
|
||||
Mortgage servicing rights financing liability
|
68,696
|
|
|
—
|
|
|
—
|
|
|
68,696
|
|
||||
Nonrecourse debt - legacy assets
|
64,815
|
|
|
—
|
|
|
—
|
|
|
74,264
|
|
||||
Participating interest financing
|
5,947,407
|
|
|
—
|
|
|
6,091,285
|
|
|
—
|
|
||||
2014-1 HECM securitization
|
226,851
|
|
|
—
|
|
|
—
|
|
|
298,048
|
|
||||
2015-1 HECM securitization
|
222,495
|
|
|
—
|
|
|
—
|
|
|
275,223
|
|
||||
2015-2 HECM securitization
|
209,030
|
|
|
—
|
|
|
—
|
|
|
249,507
|
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Xome
|
|
Total Operating Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related
|
|
$
|
(24,351
|
)
|
|
$
|
15,267
|
|
|
$
|
101,433
|
|
|
$
|
92,349
|
|
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
92,653
|
|
Net gain on mortgage loans held for sale
|
|
23,161
|
|
|
147,943
|
|
|
—
|
|
|
171,104
|
|
|
12
|
|
|
—
|
|
|
171,116
|
|
|||||||
Total revenues
|
|
(1,190
|
)
|
|
163,210
|
|
|
101,433
|
|
|
263,453
|
|
|
316
|
|
|
—
|
|
|
263,769
|
|
|||||||
Total expenses
|
|
184,356
|
|
|
124,838
|
|
|
89,994
|
|
|
399,188
|
|
|
22,289
|
|
|
—
|
|
|
421,477
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
84,633
|
|
|
14,561
|
|
|
3
|
|
|
99,197
|
|
|
3,646
|
|
|
—
|
|
|
102,843
|
|
|||||||
Interest expense
|
|
(106,841
|
)
|
|
(13,142
|
)
|
|
(25
|
)
|
|
(120,008
|
)
|
|
(40,768
|
)
|
|
—
|
|
|
(160,776
|
)
|
|||||||
Gain on repurchase of unsecured senior notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
15
|
|
|
—
|
|
|
8
|
|
|||||||
Total other income (expense)
|
|
(22,215
|
)
|
|
1,419
|
|
|
(22
|
)
|
|
(20,818
|
)
|
|
(37,030
|
)
|
|
—
|
|
|
(57,848
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
(207,761
|
)
|
|
$
|
39,791
|
|
|
$
|
11,417
|
|
|
$
|
(156,553
|
)
|
|
$
|
(59,003
|
)
|
|
$
|
—
|
|
|
$
|
(215,556
|
)
|
Depreciation and amortization
|
|
$
|
6,189
|
|
|
$
|
2,632
|
|
|
$
|
5,934
|
|
|
$
|
14,755
|
|
|
$
|
8,389
|
|
|
$
|
—
|
|
|
$
|
23,144
|
|
Total assets
|
|
12,760,129
|
|
|
4,303,766
|
|
|
306,647
|
|
|
17,370,542
|
|
|
(819,018
|
)
|
|
—
|
|
|
16,551,524
|
|
|
|
Three months ended March 31, 2015
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Xome
|
|
Total Operating Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related
|
|
$
|
99,997
|
|
|
$
|
7,065
|
|
|
$
|
107,786
|
|
|
$
|
214,848
|
|
|
$
|
497
|
|
|
$
|
(222
|
)
|
|
$
|
215,123
|
|
Net gain on mortgage loans held for sale
|
|
14,013
|
|
|
151,281
|
|
|
—
|
|
|
$
|
165,294
|
|
|
1,700
|
|
|
—
|
|
|
$
|
166,994
|
|
|||||
Total revenues
|
|
114,010
|
|
|
158,346
|
|
|
107,786
|
|
|
380,142
|
|
|
2,197
|
|
|
(222
|
)
|
|
382,117
|
|
|||||||
Total expenses
|
|
182,397
|
|
|
100,249
|
|
|
79,388
|
|
|
362,034
|
|
|
21,809
|
|
|
—
|
|
|
383,843
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
24,639
|
|
|
15,267
|
|
|
—
|
|
|
39,906
|
|
|
3,646
|
|
|
222
|
|
|
43,774
|
|
|||||||
Interest expense
|
|
(57,974
|
)
|
|
(14,386
|
)
|
|
(35
|
)
|
|
(72,395
|
)
|
|
(43,253
|
)
|
|
—
|
|
|
(115,648
|
)
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
(801
|
)
|
|
—
|
|
|
—
|
|
|
(801
|
)
|
|
34
|
|
|
—
|
|
|
(767
|
)
|
|||||||
Total other income (expense)
|
|
(34,136
|
)
|
|
881
|
|
|
(35
|
)
|
|
(33,290
|
)
|
|
(39,573
|
)
|
|
222
|
|
|
(72,641
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
(102,523
|
)
|
|
$
|
58,978
|
|
|
$
|
28,363
|
|
|
$
|
(15,182
|
)
|
|
$
|
(59,185
|
)
|
|
$
|
—
|
|
|
$
|
(74,367
|
)
|
Depreciation and amortization
|
|
$
|
5,870
|
|
|
$
|
3,700
|
|
|
$
|
3,364
|
|
|
$
|
12,934
|
|
|
$
|
5,185
|
|
|
$
|
—
|
|
|
$
|
18,119
|
|
Total assets
|
|
9,420,014
|
|
|
1,965,961
|
|
|
236,013
|
|
|
$
|
11,621,988
|
|
|
1,020,380
|
|
|
—
|
|
|
$
|
12,642,368
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
MARCH 31, 2016
|
||||||||||||||||||
|
Nationstar
|
Issuer
|
Guarantor (Subsidiaries)
|
Non-Guarantor (Subsidiaries)
|
Eliminations
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
426,150
|
|
$
|
758
|
|
$
|
34,043
|
|
$
|
—
|
|
$
|
460,951
|
|
Restricted cash
|
—
|
|
172,453
|
|
3
|
|
135,108
|
|
—
|
|
307,564
|
|
||||||
Mortgage servicing rights
|
—
|
|
3,096,084
|
|
—
|
|
—
|
|
—
|
|
3,096,084
|
|
||||||
Advances
|
—
|
|
2,070,537
|
|
—
|
|
62
|
|
—
|
|
2,070,599
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
6,901,208
|
|
—
|
|
682,878
|
|
—
|
|
7,584,086
|
|
||||||
Mortgage loans held for sale
|
—
|
|
1,816,028
|
|
—
|
|
64,626
|
|
—
|
|
1,880,654
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
(658
|
)
|
—
|
|
167,222
|
|
—
|
|
166,564
|
|
||||||
Property and equipment, net
|
—
|
|
113,745
|
|
865
|
|
27,545
|
|
—
|
|
142,155
|
|
||||||
Derivative financial instruments
|
—
|
|
105,527
|
|
—
|
|
3,641
|
|
—
|
|
109,168
|
|
||||||
Other assets
|
(57,595
|
)
|
603,109
|
|
311,701
|
|
1,431,086
|
|
(1,554,602
|
)
|
733,699
|
|
||||||
Investment in subsidiaries
|
1,639,114
|
|
572,217
|
|
—
|
|
—
|
|
(2,211,331
|
)
|
—
|
|
||||||
Total assets
|
$
|
1,581,519
|
|
$
|
15,876,400
|
|
$
|
313,327
|
|
$
|
2,546,211
|
|
$
|
(3,765,933
|
)
|
$
|
16,551,524
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes
|
$
|
—
|
|
$
|
2,025,265
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,025,265
|
|
Advance facilities
|
—
|
|
234,739
|
|
—
|
|
1,329,011
|
|
—
|
|
1,563,750
|
|
||||||
Warehouse facilities
|
—
|
|
2,361,190
|
|
—
|
|
53,305
|
|
—
|
|
2,414,495
|
|
||||||
Payables and accrued liabilities
|
—
|
|
1,077,109
|
|
2,878
|
|
59,413
|
|
—
|
|
1,139,400
|
|
||||||
MSR related liabilities - nonrecourse
|
—
|
|
1,242,999
|
|
—
|
|
—
|
|
—
|
|
1,242,999
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
18,065
|
|
—
|
|
—
|
|
—
|
|
18,065
|
|
||||||
Derivative financial instruments
|
—
|
|
20,835
|
|
—
|
|
—
|
|
—
|
|
20,835
|
|
||||||
Other nonrecourse debt
|
—
|
|
5,828,015
|
|
—
|
|
717,181
|
|
—
|
|
6,545,196
|
|
||||||
Payables to affiliates
|
—
|
|
1,429,069
|
|
4,731
|
|
120,802
|
|
(1,554,602
|
)
|
—
|
|
||||||
Total liabilities
|
—
|
|
14,237,286
|
|
7,609
|
|
2,279,712
|
|
(1,554,602
|
)
|
14,970,005
|
|
||||||
Total equity
|
1,581,519
|
|
1,639,114
|
|
305,718
|
|
266,499
|
|
(2,211,331
|
)
|
1,581,519
|
|
||||||
Total liabilities and equity
|
$
|
1,581,519
|
|
$
|
15,876,400
|
|
$
|
313,327
|
|
$
|
2,546,211
|
|
$
|
(3,765,933
|
)
|
$
|
16,551,524
|
|
NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2016
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related
|
$
|
—
|
|
|
$
|
(16,999
|
)
|
|
$
|
7,072
|
|
|
$
|
102,580
|
|
|
$
|
—
|
|
|
$
|
92,653
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
162,566
|
|
|
—
|
|
|
8,550
|
|
|
—
|
|
|
171,116
|
|
||||||
Total revenues
|
—
|
|
|
145,567
|
|
|
7,072
|
|
|
111,130
|
|
|
—
|
|
|
263,769
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries wages benefits
|
—
|
|
|
144,238
|
|
|
1,162
|
|
|
51,962
|
|
|
—
|
|
|
197,362
|
|
||||||
General and administrative
|
—
|
|
|
169,535
|
|
|
3,115
|
|
|
51,465
|
|
|
—
|
|
|
224,115
|
|
||||||
Total expenses
|
—
|
|
|
313,773
|
|
|
4,277
|
|
|
103,427
|
|
|
—
|
|
|
421,477
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
91,080
|
|
|
—
|
|
|
11,763
|
|
|
—
|
|
|
102,843
|
|
||||||
Interest expense
|
—
|
|
|
(141,576
|
)
|
|
—
|
|
|
(19,200
|
)
|
|
—
|
|
|
(160,776
|
)
|
||||||
Gain on repurchase of unsecured senior notes
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
Gain (loss) on interest rate swaps and caps
|
—
|
|
|
15
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
8
|
|
||||||
Gain (loss) from subsidiaries
|
(132,389
|
)
|
|
2,956
|
|
|
—
|
|
|
—
|
|
|
129,433
|
|
|
—
|
|
||||||
Total other income (expense)
|
(132,389
|
)
|
|
(47,448
|
)
|
|
—
|
|
|
(7,444
|
)
|
|
129,433
|
|
|
(57,848
|
)
|
||||||
Income (loss) before taxes
|
(132,389
|
)
|
|
(215,654
|
)
|
|
2,795
|
|
|
259
|
|
|
129,433
|
|
|
(215,556
|
)
|
||||||
Income tax expense
|
—
|
|
|
(82,265
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,265
|
)
|
||||||
Net income (loss)
|
(132,389
|
)
|
|
(133,389
|
)
|
|
2,795
|
|
|
259
|
|
|
129,433
|
|
|
(133,291
|
)
|
||||||
Less: Net gain (loss) attributable to noncontrolling interests
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
98
|
|
|
—
|
|
|
(902
|
)
|
||||||
Net income (loss) excluding noncontrolling interests
|
$
|
(132,389
|
)
|
|
$
|
(132,389
|
)
|
|
$
|
2,795
|
|
|
$
|
161
|
|
|
$
|
129,433
|
|
|
$
|
(132,389
|
)
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2016
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(132,389
|
)
|
|
$
|
(132,389
|
)
|
|
$
|
2,795
|
|
|
$
|
161
|
|
|
$
|
129,433
|
|
|
$
|
(132,389
|
)
|
Reconciliation of net income to net cash attributable to operating activities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
98
|
|
|
—
|
|
|
(902
|
)
|
||||||
(Gain) loss from subsidiaries
|
132,389
|
|
|
(2,956
|
)
|
|
—
|
|
|
—
|
|
|
(129,433
|
)
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
4,857
|
|
|
20
|
|
|
1,966
|
|
|
—
|
|
|
6,843
|
|
||||||
Gain on repurchase of unsecured senior notes
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
||||||
Excess tax deficiency from share-based compensation
|
—
|
|
|
2,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,795
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
(162,566
|
)
|
|
—
|
|
|
(8,550
|
)
|
|
—
|
|
|
(171,116
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(4,006,685
|
)
|
|
—
|
|
|
(233,431
|
)
|
|
—
|
|
|
(4,240,116
|
)
|
||||||
Repurchases of loans and foreclosures out of Ginnie Mae securitizations
|
—
|
|
|
(486,124
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486,124
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
—
|
|
|
4,071,502
|
|
|
—
|
|
|
305,740
|
|
|
—
|
|
|
4,377,242
|
|
||||||
(Gain) loss on derivatives including ineffectiveness
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(8
|
)
|
||||||
Depreciation and amortization
|
—
|
|
|
17,210
|
|
|
—
|
|
|
5,934
|
|
|
—
|
|
|
23,144
|
|
||||||
Amortization (accretion) of premiums (discounts)
|
—
|
|
|
5,982
|
|
|
—
|
|
|
3,896
|
|
|
—
|
|
|
9,878
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
(23,699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,699
|
)
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
—
|
|
|
286,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,378
|
|
||||||
Fair value change in mortgage servicing rights financing liability
|
—
|
|
|
13,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,033
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advances
|
—
|
|
|
152,502
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
152,484
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
(14,257
|
)
|
|
—
|
|
|
(741
|
)
|
|
—
|
|
|
(14,998
|
)
|
||||||
Other assets
|
56,615
|
|
|
(125,563
|
)
|
|
(4,569
|
)
|
|
99,628
|
|
|
—
|
|
|
26,111
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
(152,453
|
)
|
|
1,951
|
|
|
(9,393
|
)
|
|
—
|
|
|
(159,895
|
)
|
||||||
Net cash attributable to operating activities
|
56,615
|
|
|
(553,525
|
)
|
|
197
|
|
|
165,297
|
|
|
—
|
|
|
(331,416
|
)
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2016
(Continued)
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(9,768
|
)
|
|
3
|
|
|
(3,339
|
)
|
|
—
|
|
|
(13,104
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(1,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,530
|
)
|
||||||
Purchases of reverse mortgage servicing rights and interests
|
—
|
|
|
(55,215
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,215
|
)
|
||||||
Proceeds on sale of forward service rights
|
—
|
|
|
18,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,361
|
|
||||||
Proceeds on sale of reverse mortgage interest
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
(47,702
|
)
|
|
3
|
|
|
(3,339
|
)
|
|
—
|
|
|
(51,038
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers (to) from restricted cash, net
|
—
|
|
|
26,273
|
|
|
—
|
|
|
(1,732
|
)
|
|
—
|
|
|
24,541
|
|
||||||
Debt financing costs
|
—
|
|
|
(2,497
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,497
|
)
|
||||||
Increase (decrease) warehouse facilities
|
—
|
|
|
577,848
|
|
|
—
|
|
|
(54,955
|
)
|
|
—
|
|
|
522,893
|
|
||||||
Increase (decrease) advance facilities
|
—
|
|
|
199
|
|
|
—
|
|
|
(79,247
|
)
|
|
—
|
|
|
(79,048
|
)
|
||||||
Proceeds from HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
281,680
|
|
|
—
|
|
|
281,680
|
|
||||||
Repayment of HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,985
|
)
|
|
—
|
|
|
(285,985
|
)
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(47,117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,117
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
—
|
|
|
(120,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,362
|
)
|
||||||
Repayment of nonrecourse debt–legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,056
|
)
|
|
—
|
|
|
(3,056
|
)
|
||||||
Repurchase of unsecured senior notes
|
—
|
|
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,475
|
)
|
||||||
Excess tax deficiency from share-based compensation
|
—
|
|
|
(2,795
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,795
|
)
|
||||||
Redemption of shares for stock vesting
|
(1,564
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
||||||
Repurchase of treasury shares
|
(55,051
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,051
|
)
|
||||||
Net cash attributable to financing activities
|
(56,615
|
)
|
|
430,074
|
|
|
—
|
|
|
(143,295
|
)
|
|
—
|
|
|
230,164
|
|
||||||
Net increase (decrease) in cash
|
—
|
|
|
(171,153
|
)
|
|
200
|
|
|
18,663
|
|
|
—
|
|
|
(152,290
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
597,303
|
|
|
558
|
|
|
15,380
|
|
|
—
|
|
|
613,241
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
426,150
|
|
|
$
|
758
|
|
|
$
|
34,043
|
|
|
$
|
—
|
|
|
$
|
460,951
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2015
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
597,303
|
|
|
$
|
558
|
|
|
$
|
15,380
|
|
|
$
|
—
|
|
|
$
|
613,241
|
|
Restricted cash
|
—
|
|
|
198,726
|
|
|
3
|
|
|
133,376
|
|
|
—
|
|
|
332,105
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
3,366,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,366,973
|
|
||||||
Advances
|
—
|
|
|
2,223,039
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
2,223,083
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
6,832,186
|
|
|
—
|
|
|
682,137
|
|
|
—
|
|
|
7,514,323
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
1,304,219
|
|
|
—
|
|
|
125,472
|
|
|
—
|
|
|
1,429,691
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
840
|
|
|
—
|
|
|
172,810
|
|
|
—
|
|
|
173,650
|
|
||||||
Property and equipment, net
|
—
|
|
|
113,228
|
|
|
868
|
|
|
28,740
|
|
|
—
|
|
|
142,836
|
|
||||||
Derivative financial instruments
|
—
|
|
|
96,181
|
|
|
—
|
|
|
3,518
|
|
|
—
|
|
|
99,699
|
|
||||||
Other assets
|
3,444
|
|
|
799,567
|
|
|
303,452
|
|
|
1,496,640
|
|
|
(1,881,271
|
)
|
|
721,832
|
|
||||||
Investment in subsidiaries
|
1,768,319
|
|
|
509,475
|
|
|
—
|
|
|
—
|
|
|
(2,277,794
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,771,763
|
|
|
$
|
16,041,737
|
|
|
$
|
304,881
|
|
|
$
|
2,658,117
|
|
|
$
|
(4,159,065
|
)
|
|
$
|
16,617,433
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes
|
$
|
—
|
|
|
$
|
2,025,754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,025,754
|
|
Advance facilities
|
—
|
|
|
231,432
|
|
|
—
|
|
|
1,408,258
|
|
|
—
|
|
|
1,639,690
|
|
||||||
Warehouse facilities
|
—
|
|
|
1,782,060
|
|
|
—
|
|
|
108,260
|
|
|
—
|
|
|
1,890,320
|
|
||||||
Payables and accrued liabilities
|
4,386
|
|
|
1,222,268
|
|
|
927
|
|
|
68,806
|
|
|
—
|
|
|
1,296,387
|
|
||||||
MSR related liabilities - nonrecourse
|
—
|
|
|
1,300,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300,782
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
25,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,260
|
|
||||||
Derivative financial instruments
|
—
|
|
|
5,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,823
|
|
||||||
Other nonrecourse debt
|
—
|
|
|
5,942,849
|
|
|
—
|
|
|
723,191
|
|
|
—
|
|
|
6,666,040
|
|
||||||
Payables to affiliates
|
—
|
|
|
1,737,190
|
|
|
1,031
|
|
|
143,050
|
|
|
(1,881,271
|
)
|
|
—
|
|
||||||
Total liabilities
|
4,386
|
|
|
14,273,418
|
|
|
1,958
|
|
|
2,451,565
|
|
|
(1,881,271
|
)
|
|
14,850,056
|
|
||||||
Total equity
|
1,767,377
|
|
|
1,768,319
|
|
|
302,923
|
|
|
206,552
|
|
|
(2,277,794
|
)
|
|
1,767,377
|
|
||||||
Total liabilities and equity
|
$
|
1,771,763
|
|
|
$
|
16,041,737
|
|
|
$
|
304,881
|
|
|
$
|
2,658,117
|
|
|
$
|
(4,159,065
|
)
|
|
$
|
16,617,433
|
|
NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related
|
$
|
—
|
|
|
$
|
102,179
|
|
|
$
|
(345
|
)
|
|
$
|
113,511
|
|
|
$
|
(222
|
)
|
|
$
|
215,123
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
156,847
|
|
|
—
|
|
|
10,147
|
|
|
—
|
|
|
166,994
|
|
||||||
Total revenues
|
—
|
|
|
259,026
|
|
|
(345
|
)
|
|
123,658
|
|
|
(222
|
)
|
|
382,117
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries wages benefits
|
—
|
|
|
128,433
|
|
|
354
|
|
|
49,968
|
|
|
—
|
|
|
178,755
|
|
||||||
General and administrative
|
—
|
|
|
164,532
|
|
|
50
|
|
|
40,506
|
|
|
—
|
|
|
205,088
|
|
||||||
Total expenses
|
—
|
|
|
292,965
|
|
|
404
|
|
|
90,474
|
|
|
—
|
|
|
383,843
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
36,120
|
|
|
—
|
|
|
7,432
|
|
|
222
|
|
|
43,774
|
|
||||||
Interest expense
|
—
|
|
|
(99,867
|
)
|
|
—
|
|
|
(15,781
|
)
|
|
—
|
|
|
(115,648
|
)
|
||||||
Gain (loss) on interest rate swaps and caps
|
—
|
|
|
34
|
|
|
—
|
|
|
(801
|
)
|
|
—
|
|
|
(767
|
)
|
||||||
Gain (loss) from subsidiaries
|
(48,315
|
)
|
|
23,209
|
|
|
—
|
|
|
—
|
|
|
25,106
|
|
|
—
|
|
||||||
Total other income (expense)
|
(48,315
|
)
|
|
(40,504
|
)
|
|
—
|
|
|
(9,150
|
)
|
|
25,328
|
|
|
(72,641
|
)
|
||||||
Income (loss) before taxes
|
(48,315
|
)
|
|
(74,443
|
)
|
|
(749
|
)
|
|
24,034
|
|
|
25,106
|
|
|
(74,367
|
)
|
||||||
Income tax benefit
|
—
|
|
|
(27,525
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,525
|
)
|
||||||
Net income (loss)
|
(48,315
|
)
|
|
(46,918
|
)
|
|
(749
|
)
|
|
24,034
|
|
|
25,106
|
|
|
(46,842
|
)
|
||||||
Less: Net gain attributable to noncontrolling interests
|
—
|
|
|
1,397
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
1,473
|
|
||||||
Net income (loss) excluding noncontrolling interests
|
$
|
(48,315
|
)
|
|
$
|
(48,315
|
)
|
|
$
|
(749
|
)
|
|
$
|
23,958
|
|
|
$
|
25,106
|
|
|
$
|
(48,315
|
)
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2015
|
||||||||||||||||||||||||
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
(48,315
|
)
|
|
$
|
(48,315
|
)
|
|
$
|
(749
|
)
|
|
$
|
23,958
|
|
|
$
|
25,106
|
|
|
$
|
(48,315
|
)
|
Reconciliation of net income to net cash attributable to operating activities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,473
|
|
||||||
(Gain) loss from subsidiaries
|
|
48,315
|
|
|
(23,209
|
)
|
|
—
|
|
|
—
|
|
|
(25,106
|
)
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
5,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,524
|
|
||||||
Excess tax benefit from share based compensation
|
|
—
|
|
|
(1,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,095
|
)
|
||||||
Net gain on mortgage loans held for sale
|
|
—
|
|
|
(156,847
|
)
|
|
—
|
|
|
(10,147
|
)
|
|
—
|
|
|
(166,994
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
|
—
|
|
|
(4,209,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,209,078
|
)
|
||||||
Repurchases of loans and foreclosures out of Ginnie Mae securitizations
|
|
—
|
|
|
(405,893
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405,893
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale and held for investment
|
|
—
|
|
|
3,998,101
|
|
|
—
|
|
|
5,025
|
|
|
—
|
|
|
4,003,126
|
|
||||||
Gain (loss) on interest rate swaps and caps
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
801
|
|
|
—
|
|
|
767
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
14,758
|
|
|
—
|
|
|
3,361
|
|
|
—
|
|
|
18,119
|
|
||||||
Amortization (accretion) of premiums (discounts)
|
|
—
|
|
|
(6,759
|
)
|
|
—
|
|
|
(303
|
)
|
|
—
|
|
|
(7,062
|
)
|
||||||
Fair value changes in excess spread financing
|
|
—
|
|
|
13,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,114
|
|
||||||
Fair value changes and amortization of mortgage servicing rights
|
|
—
|
|
|
204,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,200
|
|
||||||
Fair value change in mortgage servicing rights financing liability
|
|
—
|
|
|
(4,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,386
|
)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advances
|
|
—
|
|
|
93,149
|
|
|
—
|
|
|
2,287
|
|
|
—
|
|
|
95,436
|
|
||||||
Reverse mortgage interests
|
|
—
|
|
|
(258,916
|
)
|
|
—
|
|
|
78,123
|
|
|
—
|
|
|
(180,793
|
)
|
||||||
Other assets
|
|
5,442
|
|
|
379,162
|
|
|
1,199
|
|
|
(367,126
|
)
|
|
—
|
|
|
18,677
|
|
||||||
Payables and accrued liabilities
|
|
—
|
|
|
7,233
|
|
|
14
|
|
|
(4,374
|
)
|
|
—
|
|
|
2,873
|
|
||||||
Net cash attributable to operating activities
|
|
5,442
|
|
|
(397,818
|
)
|
|
464
|
|
|
(268,395
|
)
|
|
—
|
|
|
(660,307
|
)
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2015
(Continued)
|
||||||||||||||||||||||||
|
|
Nationstar
|
|
Issuer
(Parent) |
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
|
—
|
|
|
(7,243
|
)
|
|
—
|
|
|
(4,750
|
)
|
|
—
|
|
|
(11,993
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
|
—
|
|
|
(196,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196,081
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,276
|
)
|
|
—
|
|
|
(31,276
|
)
|
||||||
Net cash attributable to investing activities
|
|
—
|
|
|
(203,324
|
)
|
|
—
|
|
|
(36,026
|
)
|
|
—
|
|
|
(239,350
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers to restricted cash, net
|
|
—
|
|
|
(24,925
|
)
|
|
—
|
|
|
(48,087
|
)
|
|
—
|
|
|
(73,012
|
)
|
||||||
Issuance of common stock, net of issuance cost
|
|
—
|
|
|
497,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
497,758
|
|
||||||
Debt financing costs
|
|
—
|
|
|
(1,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,549
|
)
|
||||||
Increase (decrease) in advance facilities
|
|
—
|
|
|
(332,696
|
)
|
|
—
|
|
|
314,225
|
|
|
—
|
|
|
(18,471
|
)
|
||||||
Increase in warehouse facilities
|
|
—
|
|
|
899,756
|
|
|
—
|
|
|
5,094
|
|
|
—
|
|
|
904,850
|
|
||||||
Proceeds from HECM Securitization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,082
|
|
|
—
|
|
|
73,082
|
|
||||||
Repayment of HECM Securitization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,829
|
)
|
|
—
|
|
|
(26,829
|
)
|
||||||
Issuance of excess spread financing
|
|
—
|
|
|
52,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,957
|
|
||||||
Repayment of excess spread financing
|
|
—
|
|
|
(49,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,516
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
|
—
|
|
|
64,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,781
|
|
||||||
Repayment of nonrecourse debt – legacy assets
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|
(3,138
|
)
|
|
—
|
|
|
(3,273
|
)
|
||||||
Excess tax benefit from share-based compensation
|
|
—
|
|
|
1,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
||||||
Redemption of shares for stock vesting
|
|
(5,442
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,442
|
)
|
||||||
Net cash attributable to financing activities
|
|
(5,442
|
)
|
|
1,107,526
|
|
|
—
|
|
|
314,347
|
|
|
—
|
|
|
1,416,431
|
|
||||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
506,384
|
|
|
464
|
|
|
9,926
|
|
|
—
|
|
|
516,774
|
|
||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
279,770
|
|
|
288
|
|
|
18,944
|
|
|
—
|
|
|
299,002
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
786,154
|
|
|
$
|
752
|
|
|
$
|
28,870
|
|
|
$
|
—
|
|
|
$
|
815,776
|
|
•
|
Achieved 5.0 adjusted basis points
(1)
of Servicing profitability as compared to 0.7 adjusted basis points during the first quarter of 2015 primarily due to favorable amortization, the expansion of our reverse platform and improved operating efficiencies.
|
•
|
Earned $40.0 million in originations funding including more than 22,637 loans during the quarter.
|
•
|
Improved recapture rate to
31.0%
from
24.0%
for the first quarter of 2016.
|
•
|
Our delinquency rate, measured as loans that are 60 or more days behind in payments, declined to
6.5%
from 6.9% at the start of the year.
|
•
|
Provided over
14,716
solutions to our mortgage servicing customers, reflecting our continued commitment to foster and preserve homeownership.
|
•
|
Funded $
4.2 billion
mortgage loans including $2.8 billion related to retaining customers from our servicing portfolio.
|
•
|
Refinanced $1.2 billion in Home Affordable Refinance Program ("HARP") loans, providing relief to 7,543 customers.
|
($ in million, unless noted otherwise)
|
|
Three months ended March 31, 2016
|
|||||
|
|
Amounts
|
|
Bps
|
|||
Servicing:
|
|
|
|
|
|||
Loss before taxes (GAAP)
|
|
$
|
(208
|
)
|
|
(21.2
|
)
|
Other mark-to-market
|
|
253
|
|
|
25.8
|
|
|
Non-recurring expenses
|
|
4
|
|
|
0.4
|
|
|
Adjusted pretax income
|
|
$
|
49
|
|
|
5.0
|
|
Table 1. Consolidated Operations
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Revenues - operational
|
$
|
517
|
|
|
$
|
492
|
|
Revenues - MTM
|
(253
|
)
|
|
(110
|
)
|
||
Total revenues
|
264
|
|
|
382
|
|
||
Expenses
|
(421
|
)
|
|
(384
|
)
|
||
Other expense, net
|
(58
|
)
|
|
(72
|
)
|
||
Loss before income tax benefit
|
(215
|
)
|
|
(74
|
)
|
||
Less: income tax benefit
|
(82
|
)
|
|
(27
|
)
|
||
Less: income (loss) attributable to noncontrolling interests
|
(1
|
)
|
|
1
|
|
||
Net loss attributable to Nationstar
|
$
|
(132
|
)
|
|
$
|
(48
|
)
|
Table 2. Revenues
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
Servicing:
|
|
|
|
||||
Operational
|
$
|
317
|
|
|
$
|
300
|
|
Amortization
|
(65
|
)
|
|
(76
|
)
|
||
Mark-to-market
|
(253
|
)
|
|
(110
|
)
|
||
Total Servicing
|
(1
|
)
|
|
114
|
|
||
Originations
|
163
|
|
|
158
|
|
||
Xome
|
101
|
|
|
108
|
|
||
Corporate and other, including eliminations
|
1
|
|
|
2
|
|
||
Total revenues
|
$
|
264
|
|
|
$
|
382
|
|
Table 3. Expenses
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Servicing
|
$
|
184
|
|
|
$
|
182
|
|
Originations
|
125
|
|
|
100
|
|
||
Xome
|
90
|
|
|
80
|
|
||
Corporate and other, including eliminations
|
22
|
|
|
22
|
|
||
Total expenses
|
$
|
421
|
|
|
$
|
384
|
|
Table 4. Other (Expense) Income, Net
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Reverse interest income
|
$
|
85
|
|
|
$
|
25
|
|
Other interest income
|
18
|
|
|
19
|
|
||
Interest income
|
103
|
|
|
44
|
|
||
Reverse interest expense
|
(67
|
)
|
|
(14
|
)
|
||
Advance interest expense
|
(16
|
)
|
|
(12
|
)
|
||
Corporate debt interest expense
|
(38
|
)
|
|
(40
|
)
|
||
Other interest expense
|
(40
|
)
|
|
(49
|
)
|
||
Interest expense
|
(161
|
)
|
|
(115
|
)
|
||
Gain (loss) on interest rate swaps and caps
|
—
|
|
|
(1
|
)
|
||
Total other expense, net
|
$
|
(58
|
)
|
|
$
|
(72
|
)
|
Table 5. Loss before Income Tax Benefit
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Servicing:
|
|
|
|
||||
Operational
|
$
|
111
|
|
|
$
|
83
|
|
Amortization
|
(65
|
)
|
|
(76
|
)
|
||
Mark-to-market
|
(253
|
)
|
|
(110
|
)
|
||
Total Servicing
|
(207
|
)
|
|
(103
|
)
|
||
Originations
|
40
|
|
|
59
|
|
||
Xome
|
11
|
|
|
28
|
|
||
Corporate and other, including eliminations
|
(59
|
)
|
|
(58
|
)
|
||
Total loss before income tax benefit
|
$
|
(215
|
)
|
|
$
|
(74
|
)
|
Table 6. Income Tax Benefit
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Income tax benefit
|
$
|
(82
|
)
|
|
$
|
(27
|
)
|
Table 7. Servicing - Operations
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||
Operational
|
$
|
317
|
|
|
$
|
300
|
|
Amortization
|
(65
|
)
|
|
(76
|
)
|
||
Other mark-to-market
|
(253
|
)
|
|
(110
|
)
|
||
Total revenues
|
(1
|
)
|
|
114
|
|
||
Expenses
|
(184
|
)
|
|
(182
|
)
|
||
Total other expense, net
|
(22
|
)
|
|
(35
|
)
|
||
Loss before income tax benefit
|
$
|
(207
|
)
|
|
$
|
(103
|
)
|
Table 8. Forward Servicing Portfolio UPB Rollforward
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Balance at the beginning of the period
|
$
|
367,800
|
|
|
$
|
353,094
|
|
Additions:
|
|
|
|
||||
Originations
|
4,311
|
|
|
4,209
|
|
||
Acquisitions
|
448
|
|
|
23,871
|
|
||
Deductions:
|
|
|
|
||||
Dispositions
|
—
|
|
|
—
|
|
||
Principal reductions and other
|
(2,703
|
)
|
|
(2,559
|
)
|
||
Voluntary reductions
(1)
|
(10,626
|
)
|
|
(9,887
|
)
|
||
Involuntary reductions
(2)
|
(2,357
|
)
|
|
(2,855
|
)
|
||
Net changes in loans serviced by others
|
(101
|
)
|
|
(3,031
|
)
|
||
Balance at the end of period
|
$
|
356,772
|
|
|
$
|
362,842
|
|
Table 9. Servicing Revenues
|
Three months ended March 31,
|
||||||||
($ in millions)
|
2016
|
|
2015
|
||||||
|
Amounts
|
bps
(1)
|
|
Amounts
|
bps
(1)
|
||||
MSR Operational Revenue
|
|
|
|
|
|
||||
Base servicing fees
|
$
|
259
|
|
27
|
|
$
|
254
|
|
26
|
Modification fees
|
15
|
|
2
|
|
12
|
|
1
|
||
Incentive fees
|
9
|
|
1
|
|
10
|
|
1
|
||
Late payment fees
|
19
|
|
2
|
|
18
|
|
2
|
||
Other ancillary revenues
|
55
|
|
6
|
|
48
|
|
5
|
||
Other revenues
|
9
|
|
1
|
|
7
|
|
1
|
||
Total MSR operational revenue
|
366
|
|
39
|
|
349
|
|
36
|
||
Subservicing
(2)
|
7
|
|
1
|
|
6
|
|
1
|
||
MSRs - LOCOM
|
18
|
|
2
|
|
19
|
|
2
|
||
Total servicing fee revenue
|
391
|
|
42
|
|
374
|
|
39
|
||
Amortization
|
|
|
|
|
|
||||
MSR scheduled and prepayment amortization
|
(112
|
)
|
(11)
|
|
(107
|
)
|
(11)
|
||
Excess spread accretion
|
47
|
|
5
|
|
32
|
|
3
|
||
LOCOM amortization
|
—
|
|
—
|
|
(1
|
)
|
—
|
||
Total amortization
|
(65
|
)
|
(6)
|
|
(76
|
)
|
(8)
|
||
MSR financing liability payments
|
(27
|
)
|
(3)
|
|
(34
|
)
|
(4)
|
||
Excess spread payments - principal
|
(47
|
)
|
(5)
|
|
(40
|
)
|
(4)
|
||
Total operational revenue
|
252
|
|
28
|
|
224
|
|
23
|
||
Mark-to-Market Revenue
|
|
|
|
|
|
||||
MSR MTM
(3)
|
(256
|
)
|
(26)
|
|
(110
|
)
|
(11)
|
||
Excess spread / financing MTM
|
3
|
|
—
|
|
—
|
|
—
|
||
Total MTM revenue
|
(253
|
)
|
(26)
|
|
(110
|
)
|
(11)
|
||
Total revenues - Servicing
|
$
|
(1
|
)
|
2
|
|
$
|
114
|
|
12
|
Table 10. Servicing Portfolio - Unpaid Principal Balances
|
Three months ended March 31,
|
||||||
($ in millions)
|
2016
|
|
2015
|
||||
Average UPB:
|
|
|
|
||||
MSRs - fair value
|
$
|
339,168
|
|
|
$
|
338,366
|
|
Subservicing and other
(1)
|
23,118
|
|
|
19,602
|
|
||
MSRs - LOCOM
|
29,348
|
|
|
27,684
|
|
||
Total average UPB
|
391,634
|
|
|
385,652
|
|
||
|
|
|
|
||||
Ending UPB:
|
|
|
|
||||
MSRs - fair value
|
|
|
|
||||
Agency
|
237,067
|
|
|
229,213
|
|
||
Non-agency
|
95,593
|
|
|
113,906
|
|
||
Total MSRs - fair value
|
332,660
|
|
|
343,119
|
|
||
|
|
|
|
||||
Subservicing and other
(1)
|
|
|
|
||||
Agency
|
18,729
|
|
|
14,833
|
|
||
Non-agency
|
5,383
|
|
|
4,890
|
|
||
Total subservicing and other
|
24,112
|
|
|
19,723
|
|
||
|
|
|
|
||||
MSRs - LOCOM
|
29,041
|
|
|
27,386
|
|
||
Total ending UPB
|
$
|
385,813
|
|
|
$
|
390,228
|
|
Table 11. Modifications and Workout Units
|
Three months ended March 31,
|
||||
|
2016
|
|
2015
|
||
Modifications and workout units:
|
|
|
|
||
Home Affordable Modification Program
("
HAMP") modifications
|
3,907
|
|
|
3,980
|
|
Non-HAMP modifications
|
6,169
|
|
|
6,191
|
|
Workouts
|
4,640
|
|
|
6,361
|
|
Total modification and workout units
|
14,716
|
|
|
16,532
|
|
Table 12. Key Performance Metrics - Forward Servicing Portfolio
(1)
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Loan count-servicing
|
2,185,414
|
|
|
2,080,338
|
|
||
Average loan amount
|
$
|
161,556
|
|
|
$
|
165,762
|
|
Average coupon - credit sensitive
(2)
|
4.7
|
%
|
|
4.7
|
%
|
||
Average coupon - interest sensitive
(2)
|
4.1
|
%
|
|
4.0
|
%
|
||
60+ delinquent (% of loans)
(3)
|
6.5
|
%
|
|
8.8
|
%
|
||
90+ delinquent (% of loans)
(3)
|
6.1
|
%
|
|
8.3
|
%
|
||
120+ delinquent (% of loans)
(3)
|
5.7
|
%
|
|
8.0
|
%
|
||
Total prepayment speed (12 month constant pre-payment rate)
|
13.5
|
%
|
|
13.8
|
%
|
Table 13. Servicing - Expenses
|
Three months ended March 31,
|
||||||||||
(in millions)
|
2016
|
|
2015
|
||||||||
|
Amounts
|
bps
|
|
Amounts
|
bps
|
||||||
Salaries, wages and benefits
|
$
|
71
|
|
7
|
|
|
$
|
64
|
|
7
|
|
General and administrative
|
113
|
|
11
|
|
|
118
|
|
12
|
|
||
Total expenses - Servicing
|
$
|
184
|
|
18
|
|
|
$
|
182
|
|
19
|
|
Table 14. General and Administrative Expenses
|
Three months ended March 31,
|
|||||||||
(in millions)
|
2016
|
|
2015
|
|||||||
|
Amounts
|
bps
|
|
Amounts
|
bps
|
|||||
Operational losses
(1)
|
$
|
37
|
|
4
|
|
$
|
40
|
|
4
|
|
Direct operating costs
(2)
|
34
|
|
3
|
|
36
|
|
4
|
|
||
Offshoring costs
|
14
|
|
1
|
|
11
|
|
1
|
|
||
Corporate allocation charges
|
23
|
|
2
|
|
23
|
|
2
|
|
||
Subservicing
|
5
|
|
1
|
|
8
|
|
1
|
|
||
Total general and administrative expenses - Servicing
|
$
|
113
|
|
11
|
|
$
|
118
|
|
12
|
|
Table 15. Servicing - Other Income (Expense), Net
|
Three months ended March 31,
|
||||||||||
($ in millions)
|
2016
|
|
2015
|
||||||||
|
Amounts
|
bps
|
|
Amounts
|
bps
|
||||||
Reverse interest income
|
$
|
85
|
|
9
|
|
|
$
|
25
|
|
3
|
|
Other interest income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Interest income
|
85
|
|
9
|
|
|
25
|
|
3
|
|
||
|
|
|
|
|
|
||||||
Reverse interest expense
|
(67
|
)
|
(7
|
)
|
|
(14
|
)
|
(1
|
)
|
||
Advance interest expense
|
(16
|
)
|
(2
|
)
|
|
(12
|
)
|
(2
|
)
|
||
Other interest expense
|
(24
|
)
|
(2
|
)
|
|
(32
|
)
|
(3
|
)
|
||
Interest expense
|
(107
|
)
|
(11
|
)
|
|
(58
|
)
|
(6
|
)
|
||
Loss on interest rate swaps and cap
|
—
|
|
—
|
|
|
(2
|
)
|
—
|
|
||
Total other expense - Servicing
|
$
|
(22
|
)
|
(2
|
)
|
|
$
|
(35
|
)
|
(3
|
)
|
|
|
|
|
|
|
||||||
WAC - advance facilities
|
3.0
|
%
|
|
|
2.0%
|
|
|
||||
WAC - excess spread financing
|
9.0
|
%
|
|
|
9.1
|
%
|
|
Table 17. Originations - Revenues
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Service related
|
$
|
15
|
|
|
$
|
7
|
|
|
|
|
|
||||
Gain on loans originated and sold
|
210
|
|
|
183
|
|
||
Fair value adjustment on loans held for sale
|
(53
|
)
|
|
(51
|
)
|
||
Mark-to-market on locks and commitments
(1)
|
(42
|
)
|
|
(21
|
)
|
||
Provision for repurchases
|
(3
|
)
|
|
(4
|
)
|
||
Capitalized servicing rights
|
36
|
|
|
44
|
|
||
Net gain on mortgage loans held for sale
|
148
|
|
|
151
|
|
||
|
|
|
|
||||
Total revenues - Originations
|
$
|
163
|
|
|
$
|
158
|
|
|
|
|
|
||||
Key Metrics
|
|
|
|
||||
Consumer direct lock pull through adjusted volume ($)
(2)
|
$
|
2,897
|
|
|
$
|
2,984
|
|
Other locked pull through adjusted volume ($)
|
1,616
|
|
|
1,558
|
|
||
Funded volume, total ($)
|
4,240
|
|
|
4,209
|
|
||
Funded HARP volume, total ($)
|
1,227
|
|
|
1,181
|
|
||
Recapture percentage ($)
|
31.0
|
%
|
|
24.0
|
%
|
||
Purchase percentage of funded volume ($)
|
25.0
|
%
|
|
24.0
|
%
|
||
Value of capitalized servicing
|
96 bps
|
|
|
118 bps
|
|
Table 18. Originations - Expenses
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Salaries, wages and benefits
|
$
|
75
|
|
|
$
|
69
|
|
General and administrative
|
50
|
|
|
31
|
|
||
Total expenses - Originations
|
$
|
125
|
|
|
$
|
100
|
|
Table 19. Originations - Other Income, net
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Interest income
|
$
|
15
|
|
|
$
|
15
|
|
Interest expense
|
(13
|
)
|
|
(14
|
)
|
||
Other income, net - Originations
|
$
|
2
|
|
|
$
|
1
|
|
|
|
|
|
||||
WA coupon - mortgage loans held for sale
|
4.1
|
%
|
|
4.1
|
%
|
||
WA cost of funds (excluding facility fees)
|
2.9
|
%
|
|
2.4
|
%
|
Table 20. Repurchase Reserves
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Repurchase reserves, beginning of period
|
$
|
26
|
|
|
$
|
29
|
|
Provisions
|
2
|
|
|
4
|
|
||
Charge-offs and releases
|
(2
|
)
|
|
(3
|
)
|
||
Repurchase reserves, end of period
|
$
|
26
|
|
|
$
|
30
|
|
Table 21. Xome - Operations
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Revenues
|
$
|
101
|
|
|
$
|
108
|
|
Expenses
|
(90
|
)
|
|
(80
|
)
|
||
Income before income tax expense
|
$
|
11
|
|
|
$
|
28
|
|
Income before taxes margin
|
10.9
|
%
|
|
25.9
|
%
|
Table 22. Xome - Revenues
|
Three months ended March 31,
|
||||||
($ in millions, except metrics data)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Xome Exchange
|
$
|
36
|
|
|
$
|
44
|
|
Xome Services
|
57
|
|
|
56
|
|
||
Xome Technology and Support
|
8
|
|
|
8
|
|
||
Total revenues - Xome
|
$
|
101
|
|
|
$
|
108
|
|
|
|
|
|
||||
Key Metrics
|
|
|
|
||||
Properties sold
|
4,165
|
|
|
5,509
|
|
||
REO inventory at period end
|
7,892
|
|
|
9,114
|
|
||
Xome services completed orders
|
161,339
|
|
|
182,988
|
|
||
Percentage of revenue earned from third party customers
|
36.0
|
%
|
|
31.0
|
%
|
Table 23. Xome - Expenses
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Salaries, wages and benefits
|
$
|
43
|
|
|
$
|
38
|
|
General and administrative
|
47
|
|
|
42
|
|
||
Total expenses - Xome
|
$
|
90
|
|
|
$
|
80
|
|
Table 24. Xome - Income before Taxes
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Xome Exchange
|
$
|
26
|
|
|
$
|
36
|
|
Xome Services
|
5
|
|
|
9
|
|
||
Xome Technology and Support
|
(20
|
)
|
|
(17
|
)
|
||
Total income before income tax expense - Xome
|
$
|
11
|
|
|
$
|
28
|
|
Table 25. Xome - Technology and Support - Loss before Taxes
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Technology
|
$
|
(4
|
)
|
|
$
|
—
|
|
SaaS
(1)
|
1
|
|
|
—
|
|
||
Marketing
|
(1
|
)
|
|
(1
|
)
|
||
Corporate Support and Other
|
(16
|
)
|
|
(16
|
)
|
||
Total Xome technology and support - loss before taxes
|
$
|
(20
|
)
|
|
$
|
(17
|
)
|
Table 26. Corporate and Other - Operations
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Revenues
|
$
|
1
|
|
|
$
|
2
|
|
Expenses
|
(22
|
)
|
|
(22
|
)
|
||
Other expense, net
|
(38
|
)
|
|
(38
|
)
|
||
Total loss before income tax benefit - Corporate and Other
|
$
|
(59
|
)
|
|
$
|
(58
|
)
|
Table 27. Income Before Income Tax Expense Components
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Interest expense on unsecured senior notes
|
$
|
(38
|
)
|
|
$
|
(40
|
)
|
Legacy
|
(2
|
)
|
|
(3
|
)
|
||
Other corporate
|
(19
|
)
|
|
(15
|
)
|
||
Total loss before income tax benefit - Corporate and Other
|
$
|
(59
|
)
|
|
$
|
(58
|
)
|
Table 28. Legacy Portfolio
|
March 31, 2016
|
|
December 31, 2015
|
||||
(in millions)
|
|
|
|
||||
Performing - UPB
|
$
|
177
|
|
|
$
|
194
|
|
Nonperforming (90+ delinquency) - UPB
|
64
|
|
|
75
|
|
||
REO - estimated fair value
|
4
|
|
|
2
|
|
||
Total legacy portfolio
|
$
|
245
|
|
|
$
|
271
|
|
Table 29. Corporate and Other - Expenses
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Salaries, wages and benefits
|
$
|
8
|
|
|
$
|
9
|
|
General and administrative
|
14
|
|
|
13
|
|
||
Total expenses - Corporate and Other
|
$
|
22
|
|
|
$
|
22
|
|
Table 30. Corporate and Other - Other Income (Expense), Net
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Interest income, legacy portfolio
|
$
|
3
|
|
|
$
|
4
|
|
Interest expense, legacy portfolio
|
(2
|
)
|
|
(2
|
)
|
||
Interest expense on unsecured senior notes
|
(39
|
)
|
|
(40
|
)
|
||
Other expense, net - Corporate and Other
|
$
|
(38
|
)
|
|
$
|
(38
|
)
|
|
|
|
|
||||
WAC - unsecured senior notes
|
7.3
|
%
|
|
7.3
|
%
|
Table 31. MSRs and Related Liabilities
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
(in millions)
|
UPB
|
|
Carrying Amount
|
|
Weighted Avg. Coupon
|
|
UPB
|
|
Carrying Amount
|
|
Weighted Avg. Coupon
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Agency
|
$
|
237,067
|
|
|
$
|
2,238
|
|
|
4.41
|
%
|
|
$
|
246,016
|
|
|
$
|
2,462
|
|
|
4.40
|
%
|
Non-agency
|
95,593
|
|
|
850
|
|
|
4.52
|
%
|
|
99,660
|
|
|
896
|
|
|
4.50
|
%
|
||||
Total MSRs - fair value
|
332,660
|
|
|
3,088
|
|
|
4.44
|
%
|
|
345,676
|
|
|
3,358
|
|
|
4.50
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subservicing and other
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Agency
|
18,729
|
|
|
N/A
|
|
|
N/A
|
|
|
18,059
|
|
|
N/A
|
|
|
N/A
|
|
||||
Non-agency
|
5,383
|
|
|
N/A
|
|
|
N/A
|
|
|
4,065
|
|
|
N/A
|
|
|
N/A
|
|
||||
Total subservicing and other
|
24,112
|
|
|
N/A
|
|
|
N/A
|
|
|
22,124
|
|
|
N/A
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MSRs - LOCOM
(2)
|
29,041
|
|
|
8
|
|
|
N/A
|
|
|
29,855
|
|
|
9
|
|
|
N/A
|
|
||||
Total servicing portfolio unpaid principal balance
|
$
|
385,813
|
|
|
$
|
3,096
|
|
|
N/A
|
|
|
$
|
397,655
|
|
|
$
|
3,367
|
|
|
N/A
|
|
Table 32. Fair Value MSR Valuation
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
(in millions)
|
UPB
|
|
Carrying Amount
|
|
Bps
|
|
UPB
|
|
Carrying Amount
|
|
Bps
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MSRs - Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit sensitive
|
$
|
214,624
|
|
|
$
|
1,918
|
|
|
89
|
|
|
$
|
224,334
|
|
|
$
|
2,017
|
|
|
90
|
|
Interest sensitive - agency
|
118,036
|
|
|
1,170
|
|
|
99
|
|
|
121,342
|
|
|
1,342
|
|
|
111
|
|
||||
Total MSRs - fair value
|
$
|
332,660
|
|
|
$
|
3,088
|
|
|
93
|
|
|
$
|
345,676
|
|
|
$
|
3,359
|
|
|
97
|
|
Table 33. MSRs - Fair Value, Roll Forward
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
3,358
|
|
|
$
|
2,950
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
40
|
|
|
44
|
|
||
Purchases of servicing assets
|
2
|
|
|
238
|
|
||
Sale of servicing assets
|
(19
|
)
|
|
—
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model:
|
|
|
|
||||
Credit sensitive
|
(65
|
)
|
|
28
|
|
||
Interest sensitive
|
(171
|
)
|
|
(137
|
)
|
||
Other changes in fair value:
|
|
|
|
||||
Scheduled principal payments
|
(21
|
)
|
|
(23
|
)
|
||
Prepayments
|
|
|
|
||||
Voluntary prepayments
|
|
|
|
||||
Credit sensitive
|
(43
|
)
|
|
(34
|
)
|
||
Interest sensitive
|
(31
|
)
|
|
(30
|
)
|
||
Involuntary prepayments
|
|
|
|
||||
Credit sensitive
|
(8
|
)
|
|
(13
|
)
|
||
Interest sensitive
|
—
|
|
|
(1
|
)
|
||
Other liquidated loans
|
46
|
|
|
—
|
|
||
Fair Value at the end of the period
|
$
|
3,088
|
|
|
$
|
3,022
|
|
Table 34. MSRs - Fair Value, Weighted Average Assumptions
|
March 31,
|
||||
|
2016
|
|
2015
|
||
Credit Sensitive MSRs
|
|
|
|
||
Discount rate
|
11.6
|
%
|
|
11.8
|
%
|
Total prepayment speeds
|
16.4
|
%
|
|
18.1
|
%
|
Expected weighted-average life (years)
|
5.8 years
|
|
|
5.7 years
|
|
|
|
|
|
||
Interest Sensitive MSRs
|
|
|
|
||
Discount rate
|
9.2
|
%
|
|
9.1
|
%
|
Total prepayment speeds
|
14.1
|
%
|
|
14.1
|
%
|
Expected weighted average life (years)
|
5.6 years
|
|
|
5.6 years
|
|
Table 35. Excess Spread Financing
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
1,232
|
|
|
$
|
1,031
|
|
Additions:
|
|
|
|
||||
New financings
|
—
|
|
|
53
|
|
||
Deductions:
|
|
|
|
||||
Settlements
|
(47
|
)
|
|
(50
|
)
|
||
Fair value changes:
|
|
|
|
||||
Credit Sensitive
|
(9
|
)
|
|
26
|
|
||
Interest Sensitive
|
(15
|
)
|
|
(13
|
)
|
||
Fair value at the end of the period
|
$
|
1,161
|
|
|
$
|
1,047
|
|
|
|
|
|
||||
Weighted-Average Assumptions:
|
|
|
|
||||
Mortgage prepayment speeds
|
11.9
|
%
|
|
11.9
|
%
|
||
Average life of mortgage loans
|
5.8 years
|
|
|
5.8 years
|
|
||
Discount rate
|
11.0
|
%
|
|
11.4
|
%
|
||
|
|
|
|
||||
Credit Sensitive:
|
|
|
|
||||
Mortgage prepayment speeds
|
11.7
|
%
|
|
12.0
|
%
|
||
Average life of mortgage loans
|
5.9 years
|
|
|
5.8 years
|
|
||
Discount rate
|
11.4
|
%
|
|
11.6
|
%
|
||
|
|
|
|
||||
Interest Sensitive:
|
|
|
|
||||
Mortgage prepayment speeds
|
13.0
|
%
|
|
11.0
|
%
|
||
Average life of mortgage loans
|
5.6 years
|
|
|
5.6 years
|
|
||
Discount rate
|
8.9
|
%
|
|
8.6
|
%
|
Table 36. MSRs Financing Liability - Rollforward
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Fair value at the beginning of the period
|
$
|
69
|
|
|
$
|
49
|
|
Additions:
|
|
|
|
||||
New financings
|
—
|
|
|
—
|
|
||
Deductions:
|
|
|
|
||||
Settlements:
|
—
|
|
|
—
|
|
||
Changes in fair value:
(1)
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation
model
|
15
|
|
|
(2
|
)
|
||
Other changes in fair value
|
(2
|
)
|
|
(2
|
)
|
||
Fair value at the end of the period
|
$
|
82
|
|
|
$
|
45
|
|
|
|
|
|
||||
Weighted-Average Assumptions:
|
|
|
|
||||
Advance financing rates
|
3.1
|
%
|
|
2.7
|
%
|
||
Annual advance recovery rates
|
20.5
|
%
|
|
24.9
|
%
|
Table 37. Leveraged Portfolio Characteristics
|
March 31, 2016
|
|
December 31, 2015
|
||||
(in millions)
|
|
|
|
||||
Owned forward servicing portfolio - unencumbered
|
$
|
86,123
|
|
|
$
|
89,435
|
|
Owned forward servicing portfolio - transferred to New Residential
|
246,537
|
|
|
256,241
|
|
||
Subserviced forward servicing portfolio and other
|
24,112
|
|
|
22,124
|
|
||
Total unpaid principal balance
|
$
|
356,772
|
|
|
$
|
367,800
|
|
Table 38. Reverse Portfolio Characteristics
|
March 31, 2016
|
|
December 31, 2015
|
||||
($ in millions, except for average loan amount)
|
|
|
|
||||
Loan count
|
173,231
|
|
|
176,272
|
|
||
Ending unpaid principal balance
|
$
|
29,041
|
|
|
$
|
30
|
|
Average loan amount
|
$
|
167,643
|
|
|
$
|
169,371
|
|
Average coupon
|
3.3
|
%
|
|
3.2
|
%
|
||
Average borrower age
|
78
|
|
|
77
|
|
Table 39. Assets
|
March 31, 2016
|
|
December 31, 2015
|
|
% Change
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
461
|
|
|
$
|
613
|
|
|
(25
|
)%
|
Mortgage servicing rights
|
3,096
|
|
|
3,367
|
|
|
(8
|
)%
|
||
Advances, net
|
2,071
|
|
|
2,223
|
|
|
(7
|
)%
|
||
Reverse mortgage interests
|
7,584
|
|
|
7,514
|
|
|
1
|
%
|
||
Mortgage loans held for sale
|
1,881
|
|
|
1,430
|
|
|
32
|
%
|
||
Other
|
1,458
|
|
|
1,470
|
|
|
(1
|
)%
|
||
Total assets
|
$
|
16,551
|
|
|
$
|
16,617
|
|
|
—
|
%
|
Table 40. Liabilities and Stockholders' Equity
|
March 31, 2016
|
|
December 31, 2015
|
|
% Change
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Unsecured senior notes, net of unamortized debt issuance cost
|
$
|
2,025
|
|
|
$
|
2,026
|
|
|
—
|
%
|
Advance facilities, net of unamortized debt issuance cost
|
1,564
|
|
|
1,640
|
|
|
(5
|
)%
|
||
Warehouse facilities, net of unamortized debt issuance cost
|
2,414
|
|
|
1,890
|
|
|
28
|
%
|
||
MSR related liabilities - nonrecourse
|
1,243
|
|
|
1,301
|
|
|
(4
|
)%
|
||
Other nonrecourse debt, net of unamortized debt issuance cost
|
6,545
|
|
|
6,666
|
|
|
(2
|
)%
|
||
Other liabilities
|
1,179
|
|
|
1,327
|
|
|
(11
|
)%
|
||
Total liabilities
|
14,970
|
|
|
14,850
|
|
|
1
|
%
|
||
Total stockholder's equity attributable to Nationstar
|
1,573
|
|
|
1,758
|
|
|
(11
|
)%
|
||
Noncontrolling interest
|
8
|
|
|
9
|
|
|
(11
|
)%
|
||
Total liabilities and equity
|
$
|
16,551
|
|
|
$
|
16,617
|
|
|
—
|
%
|
▪
|
Base of $2.5 million plus 25 basis points of UPB for total loans serviced.
|
▪
|
Tangible Net Worth/Total Asset greater than 6%. Tangible Net Worth comprises total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.
|
▪
|
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 41. Operating Cash Flow
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Net loss attributable to Nationstar
|
$
|
(132
|
)
|
|
$
|
(48
|
)
|
Other non-cash adjustments to net loss
|
(169
|
)
|
|
(175
|
)
|
||
Origination activity
|
(34
|
)
|
|
(373
|
)
|
||
Changes in working capital
|
4
|
|
|
(64
|
)
|
||
Net cash attributable to operating activities
|
$
|
(331
|
)
|
|
$
|
(660
|
)
|
•
|
The increase in cash proceeds of
$339 million
from origination activity primarily due to the timing of cash outflows from originating loans, cash inflows from securitization and selling loans.
|
•
|
The increase in cash proceeds of
$69 million
from changes in working capital is primarily due to net reduction in advance balances during the period.
|
Table 42. Investing Cash Flows
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Purchase of reverse mortgage loans
|
$
|
(55
|
)
|
|
$
|
—
|
|
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
(2
|
)
|
|
(196
|
)
|
||
Proceeds on sale of servicer advances
|
—
|
|
|
—
|
|
||
All other
|
6
|
|
|
(43
|
)
|
||
Net cash attributable to investing activities
|
$
|
(51
|
)
|
|
$
|
(239
|
)
|
Table 43. Financing Cash Flow
|
Three months ended March 31,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Increase (decrease) in participating interest financing in reverse mortgage interests
|
$
|
(120
|
)
|
|
$
|
65
|
|
Issuance of advance, warehouse and senior unsecured notes
|
437
|
|
|
882
|
|
||
HECM securitizations
|
(4
|
)
|
|
46
|
|
||
Excess spread and MSR liability financing
|
(47
|
)
|
|
3
|
|
||
2015 equity raise
|
—
|
|
|
498
|
|
||
Restricted cash activity
|
25
|
|
|
(73
|
)
|
||
Repurchase of common shares
|
(55
|
)
|
|
—
|
|
||
All other
|
(6
|
)
|
|
(5
|
)
|
||
Net cash attributable to financing activities
|
$
|
230
|
|
|
$
|
1,416
|
|
•
|
We received
$498 million
from the issuance of
18 million
common shares during the first quarter of 2015, which did not recur in 2016.
|
•
|
We also received $53 million from the issuance of excess spread financing during the first quarter of 2015, which did not recur in 2016.
|
•
|
During the first quarter of 2016, we repurchased common shares of approximately $55 million under previously authorized share repurchase programs of $250 million.
|
•
|
Issuance of advance, warehouse and senior unsecured notes used $437 million during first quarter of 2016 compared to $882 million during first quarter of 2015. This is because warehouse facilities increased more in first quarter of 2015 when compared with first quarter of 2016. This was consistent with the increased Mortgage Loans Held for Sale assets that increased more quarter over quarter, respectively. Mortgage Loans Held for Sale assets increased 36% in first quarter of 2015 where UPB increased only 24% in first quarter of 2016.
|
Table 44. Debt
|
March 31, 2016
|
|
December 31, 2015
|
||||
(in millions)
|
|
|
|
||||
Advance facilities, net of unamortized debt issuance costs
|
$
|
1,564
|
|
|
$
|
1,640
|
|
Warehouse facilities, net of unamortized debt issuance costs
|
2,414
|
|
|
1,890
|
|
||
Unsecured senior notes, net of unamortized debt issuance costs
|
2,025
|
|
|
2,026
|
|
Table 45. Contractual Maturities - Unsecured Senior Notes
|
|
|
||
Year
|
|
Amount
|
||
2016
|
|
$
|
—
|
|
2017
|
|
—
|
|
|
2018
|
|
475
|
|
|
2019
|
|
362
|
|
|
2020
|
|
400
|
|
|
Thereafter
|
|
809
|
|
|
|
|
2,046
|
|
|
Unamortized debt issuance costs
|
|
(21
|
)
|
|
Total
|
|
$
|
2,025
|
|
•
|
our ability to refinance existing loans and maintain our loan originations volume;
|
•
|
our ability to increase recapture of voluntary prepayments related to our existing servicing portfolio;
|
•
|
our ability to maintain or grow the size of our servicing portfolio;
|
•
|
our ability to successfully enhance the home buying experience;
|
•
|
the success of our customer-for-life and customer service initiatives;
|
•
|
delays in our ability to collect or be reimbursed for servicing advances;
|
•
|
our ability to obtain sufficient capital to meet our financing requirements;
|
•
|
changes in prevailing interest rates;
|
•
|
changes in our business relationships or changes in guidelines with Fannie Mae, Freddie Mac and Ginnie Mae;
|
•
|
our ability to effectively develop, market, sell and implement new technology;
|
•
|
our ability to realize all of the anticipated benefits of previous and potential future acquisitions;
|
•
|
increased legal and regulatory investigations and proceedings, compliance requirements and related costs; and
|
•
|
loss of our licenses.
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
|
|
|
|
|
|
|
10.1
|
Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
31.1
|
Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to 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) as adopted pursuant to 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
|
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
|
|
|
|
May 5, 2016
|
|
/s/ Jay Bray
|
Date
|
|
Jay Bray
Chief Executive Officer (Principal Executive Officer) |
|
|
|
May 5, 2016
|
|
/s/ Robert D. Stiles
|
Date
|
|
Robert D. Stiles
Chief Financial Officer
(Principal Finance and Accounting Officer)
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
|
|
|
|
|
|
|
10.1
|
Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
31.1
|
Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to 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) as adopted pursuant to 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
|
1.
|
APPLICABILITY
1
|
2.
|
DEFINITIONS AND INTERPRETATION
1
|
3.
|
THE TRANSACTIONS
23
|
4.
|
CONFIRMATION
27
|
5.
|
TAKEOUT COMMITMENTS
28
|
6.
|
PAYMENT AND TRANSFER
28
|
7.
|
MARGIN MAINTENANCE
28
|
8.
|
TAXES; TAX TREATMENT
29
|
9.
|
SECURITY INTEREST; PURCHASERS’ APPOINTMENT
|
10.
|
CONDITIONS PRECEDENT
32
|
11.
|
RELEASE OF PURCHASED ASSETS
35
|
12.
|
RELIANCE
36
|
13.
|
REPRESENTATIONS AND WARRANTIES
36
|
14.
|
COVENANTS OF SELLER
39
|
15.
|
REPURCHASE OF MORTGAGE LOANS
46
|
16.
|
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION
47
|
17.
|
EVENTS OF DEFAULT
50
|
18.
|
REMEDIES
53
|
19.
|
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
55
|
20.
|
USE OF EMPLOYEE PLAN ASSETS
55
|
21.
|
INDEMNITY
55
|
22.
|
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
56
|
23.
|
REIMBURSEMENT; SET-OFF
56
|
24.
|
FURTHER ASSURANCES
57
|
25.
|
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
57
|
26.
|
TERMINATION
58
|
27.
|
REHYPOTHECATION; ASSIGNMENT
58
|
28.
|
AMENDMENTS, ETC.
59
|
29.
|
SEVERABILITY
59
|
30.
|
BINDING EFFECT; GOVERNING LAW
59
|
31.
|
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE;
|
32.
|
SINGLE AGREEMENT
60
|
33.
|
INTENT
60
|
34.
|
NOTICES AND OTHER COMMUNICATIONS
60
|
35.
|
CONFIDENTIALITY
62
|
36.
|
DUE DILIGENCE
63
|
37.
|
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT;
|
EXHIBIT A
|
MONTHLY CERTIFICATION
|
EXHIBIT B
|
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE LOANS
|
EXHIBIT C
|
FORM OF TRANSACTION NOTICE
|
EXHIBIT D
|
FORM OF GOODBYE LETTER
|
EXHIBIT E
|
FORM OF WAREHOUSE LENDER’S RELEASE
|
EXHIBIT F
|
[RESERVED]
|
EXHIBIT G
|
[RESERVED]
|
EXHIBIT H
|
FORM OF SELLER MORTGAGE LOAN SCHEDULE
|
EXHIBIT I
|
SUTTON’S SPECIAL ELIGIBILITY REQUIREMENTS FOR FHA BUYOUT LOANS
|
EXHIBIT J
|
CORRESPONDENT SELLER RELEASE
|
EXHIBIT K
|
FORM OF GUARANTY
|
1.
|
APPLICABILITY
|
2.
|
DEFINITIONS AND INTERPRETATION
|
3.
|
THE TRANSACTIONS
|
Purchased Asset Type
|
Required Delivery Items
|
Required Delivery Time
|
Required Recipient
|
Required Purchase Time
|
Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans, FHA Buyout Loans, HECM Buyout Loans and Modified Loans)
|
(i) a Transaction Notice and (ii) Seller Mortgage Loan Schedule
|
No later than 3:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date
|
Purchaser and Custodian
|
No later than 5:00 p.m. (New York City time) on the requested Purchase Date
|
For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller
|
No later than 3:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date
|
Purchaser
|
||
The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction
|
No later than 3:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date
|
Custodian
|
||
AM Funded Wet-Ink Mortgage Loans
|
(i) a Transaction Notice and (ii) Seller Mortgage Loan Schedule
|
No later than 4:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date
|
Purchaser, Custodian and Disbursement Agent
|
No later than 9:00 a.m. (New York City time) on the requested Purchase Date
|
PM Funded Wet-Ink Mortgage Loans
|
(i) a Transaction Notice and (ii) Seller Mortgage Loan Schedule
|
No later than 1:00 p.m. (New York City time) on the requested Purchase Date
|
Purchaser, Custodian and Disbursement Agent
|
No later than 4:00 p.m. (New York City time) on the requested Purchase Date
|
Wet-Ink Mortgage Loans
|
(i) a Transaction Notice, (ii) Seller Mortgage Loan Schedule and (iii) Wet-Ink Mortgage Loan Funding Report
|
No later than 2:00 p.m. (New York City time) on the requested Purchase Date
|
Purchaser and Custodian
|
No later than 4:00 p.m. (New York City time) on the requested Purchase Date
|
FHA Buyout Loans, HECM Buyout Loans and Modified Loans
|
(i) a Transaction Notice and (ii) Seller Mortgage Loan Schedule
|
No later than 10:00 a.m. (New York City time) on the Business Day prior to the requested Purchase Date
|
Purchaser and Custodian
|
No later than 5:00 p.m. (New York City time) on the requested Purchase Date
|
4.
|
CONFIRMATION
|
5.
|
TAKEOUT COMMITMENTS
|
6.
|
PAYMENT AND TRANSFER
|
7.
|
MARGIN MAINTENANCE
|
8.
|
TAXES; TAX TREATMENT
|
9.
|
SECURITY INTEREST; PURCHASERS’ APPOINTMENT AS ATTORNEY-IN-FACT
|
10.
|
CONDITIONS PRECEDENT
|
11.
|
RELEASE OF PURCHASED ASSETS
|
12.
|
RELIANCE
|
13.
|
REPRESENTATIONS AND WARRANTIES
|
14.
|
COVENANTS OF SELLER
|
15.
|
REPURCHASE OF MORTGAGE LOANS
|
16.
|
SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION
|
17.
|
EVENTS OF DEFAULT
|
18.
|
REMEDIES
|
19.
|
DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
|
20.
|
USE OF EMPLOYEE PLAN ASSETS
|
21.
|
INDEMNITY
|
22.
|
WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
|
23.
|
REIMBURSEMENT; SET-OFF
|
24.
|
FURTHER ASSURANCES
|
25.
|
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
|
26.
|
TERMINATION
|
27.
|
REHYPOTHECATION; ASSIGNMENT
|
28.
|
AMENDMENTS, ETC.
|
29.
|
SEVERABILITY
|
30.
|
BINDING EFFECT; GOVERNING LAW
|
31.
|
WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS
|
32.
|
SINGLE AGREEMENT
|
33.
|
INTENT
|
34.
|
NOTICES AND OTHER COMMUNICATIONS
|
if to Seller:
|
Nationstar Mortgage LLC
|
35.
|
CONFIDENTIALITY
|
36.
|
DUE DILIGENCE
|
37.
|
AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
|
(i)
|
To the best of my knowledge, no Default or Event of Default has occurred and is continuing;
|
(ii)
|
Attached hereto as
Schedule One
is a schedule of each financial covenant that the Seller is subject to under any agreement (other than this Agreement), and a calculation which demonstrates compliance with each such financial covenant; and
|
(iii)
|
The Seller has complied with each of the covenants set forth in Section 14(g)(ii), as evidenced by the worksheet attached hereto as
Schedule Two
.
|
Re:
|
Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 by and among Barclays Bank PLC (“
Purchaser
” and “
Agent
”), Sutton Funding LLC (“Purchaser”) and Nationstar Mortgage LLC (“
Seller
”)
|
field header
|
Description
|
pool_user_key
|
GNMA Pool num
|
collateral_user_key
|
NS loan id
|
track_user_description
|
borrower name
|
lnamount
|
original or modified loan amount
|
curr_upb
|
unpaid balance (optional)
|
rate
|
interest rate
|
pi
|
original or modified P&I
|
casenum
|
case number
|
zip
|
zipcode
|
state
|
state
|
city
|
city
|
address
|
property address
|
maturity
|
maturity date
|
closedate
|
Note date
|
firstdue
|
first pay date
|
mers_register_flag
|
MERS registered
|
mers_min
|
MIN #
|
is_mom
|
MOM loan Y/N
|
armindex
|
index type
|
armadj
|
first rate change date
|
armround
|
rounding factor
|
armmargin
|
margin
|
anncap
|
annual rate cap
|
lifecap
|
life cap
|
armfloor
|
floor rate
|
rounding_method
|
round nearest, up, or down
|
arm_lookback
|
lookback days
|
armindex_rate
|
index rate
|
c_armfix
|
loan type (ARM or Fixed)
|
armpcap_init
|
initial periodic rate cap
|
armpfloor_init
|
initial periodic rate floor
|
mod flag
|
yes or no
|
collateral status
|
wet or dry
|
judicial/nonjudicial
|
state is judicial or nonjudicial
|
mod effective date
|
effective date of mod
|
mod term
|
loan term after mod
|
Re:
|
Correspondent Seller Release
|
By:
|
|
Name:
|
|
Title:
|
|
By:
|
|
Name:
|
|
Title:
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2016 of Nationstar Mortgage Holdings Inc.;
|
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;
|
3.
|
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;
|
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 15(d) - 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;
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
Date:
|
May 5, 2016
|
|
|
|
/s/ Jay Bray
|
|
|
|
|
Jay Bray
|
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2016 of Nationstar Mortgage Holdings Inc.;
|
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;
|
3.
|
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;
|
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;
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
|
|
|
Date:
|
May 5, 2016
|
|
|
|
/s/ Robert D. Stiles
|
|
|
|
|
Robert D. Stiles
|
|
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date:
|
May 5, 2016
|
|
|
/s/ Jay Bray
|
||
|
Jay Bray
|
||
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date:
|
May 5, 2016
|
|
/s/ Robert D. Stiles
|
|
|
Robert D. Stiles
|
|
|
Chief Financial Officer
|