x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-2156869
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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8950 Cypress Waters Blvd, Coppell, TX
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75019
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, $.01 par value per share
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New York Stock Exchange
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(Title of each class)
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(Name of each exchange on which registered)
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Large Accelerated Filer
o
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Accelerated Filer
x
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Non-Accelerated Filer
o
(Do not check if a smaller reporting company.)
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Smaller reporting company
o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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▪
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Deliver high quality, consistent operational earnings
|
▪
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Generate cash and increase return on equity
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▪
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Improve service to our customers as we endeavor to become the benchmark for customer service in the industry
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▪
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Maintain our status as a top-rated servicer by the GSEs and enhance our existing compliance framework
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▪
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Deliver solid quarterly earnings based upon the origination of high quality loans
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▪
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Increase customer retention across all major portfolio segments
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▪
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Reduce costs to fulfill as we take advantage of the benefits of our single originations platform
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▪
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Expand our offering of higher margin government lending and streamlined offerings
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▪
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Continue to replenish our MSR portfolio in a cost effective manner
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▪
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Focus on improving the profitability of core service offerings such as property disposition, title and collateral valuation
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▪
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Invest in technologies that we believe will drive third-party services such as property sales and title
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▪
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Improve overall margins
|
•
|
our ability to maintain or grow the size of our servicing portfolio;
|
•
|
our ability to refinance existing loans, and maintain our originations volume;
|
•
|
our ability to recapture voluntary prepayments related to our existing servicing portfolio;
|
•
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our shift in the mix of our servicing portfolio to subservicing;
|
•
|
delays in our ability to collect or be reimbursed for servicing advances;
|
•
|
our ability to obtain sufficient capital to operate our business;
|
•
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changes in prevailing interest rates;
|
•
|
our ability to finance and recover costs of our reverse servicing operations;
|
•
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changes in our business relationships or changes in servicing guidelines with Fannie Mae, Freddie Mac and
|
•
|
Xome's ability to compete in highly competitive markets;
|
•
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increased legal and regulatory examinations and enforcement investigations and proceedings, compliance requirements and related costs; and
|
•
|
loss of our licenses.
|
•
|
the available liquidity in the credit markets;
|
•
|
prevailing interest rates;
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•
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an event of default, a negative ratings action by a rating agency and limitations imposed on us under the indentures governing our current debt that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;
|
•
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the strength of the lenders from which we borrow; and
|
•
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limitations on borrowings on advance facilities imposed by the amount of eligible collateral pledged, which may be less than the borrowing capacity of the advance facility.
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•
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require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for other purposes;
|
•
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make it more difficult for us to satisfy and comply with our obligations with respect to the unsecured senior notes;
|
•
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subject us to increased sensitivity to increases in prevailing interest rates;
|
•
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place us at a competitive disadvantage to competitors with relatively less debt in economic downturns, adverse industry conditions or catastrophic external events; or
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•
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reduce our flexibility in planning for or responding to changing business, industry and economic conditions.
|
•
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unknown or contingent liabilities;
|
•
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unanticipated issues in integrating information, management style, servicing practices, communications and other systems including information technology systems;
|
•
|
unanticipated incompatibility of purchasing, logistics, marketing and administration methods; and
|
•
|
not retaining key employees.
|
•
|
a decrease in interest rates may increase prepayment speeds which may lead to (i) increased amortization expense; (ii) decrease in servicing fees; and (iii) decrease in the value of our MSRs;
|
•
|
an increase in interest rates, together with an increase in monthly payments when an adjustable mortgage loan’s interest rate adjusts upward from an initial fixed rate or a low introductory rate, may cause increased delinquency, default and foreclosure. Increased mortgage defaults and foreclosures may adversely affect our business as they increase our expenses and reduce the number of mortgages we service;
|
•
|
an increase in interest rates could adversely affect our loan originations volume because refinancing an existing loan would be less attractive for homeowners and qualifying for a purchase money loan may be more difficult for consumers;
|
•
|
an increase in interest rates would increase the cost of servicing our outstanding debt, including our ability to finance servicing advances and loan originations and for borrowing for acquisitions; and
|
•
|
a decrease in interest rates could reduce our earnings from our custodial deposit accounts.
|
•
|
the rates of prepayment and repayment within the underlying pools of mortgage loans;
|
•
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projected rates of delinquencies, defaults and liquidations;
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•
|
future interest rates;
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•
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our cost to service the loans;
|
•
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ancillary revenues; and
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•
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amounts of future servicing advances.
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•
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Revenue.
An increase in delinquencies will result in lower revenue for loans we service for GSEs and Ginnie Mae because we only collect servicing fees from GSEs and Ginnie Mae for performing loans. Additionally, while increased delinquencies generate higher ancillary revenues, including late fees, these fees are not likely to be recoverable in the event that the related loan is liquidated. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts.
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•
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Expenses.
An increase in delinquencies will result in a higher cost to service due to the increased time and effort required to collect payments from delinquent borrowers and an increase in interest expense as a result of an increase in our advancing obligations.
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•
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Liquidity.
An increase in delinquencies could also negatively impact our liquidity because of an increase in borrowings under advance facilities.
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•
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Valuation of MSRs.
We base the price we pay for MSRs on, among other things, our projections of the cash flows from the related pool of mortgage loans. Our expectation of delinquencies is a significant assumption underlying those cash flow projections. If delinquencies were significantly greater than expected, the estimated fair value of our MSRs could be diminished. If the estimated fair value of MSRs is reduced, we may not be able to satisfy minimum net worth covenants and borrowing conditions in our debt agreements and we could suffer a loss, which has a negative impact on our financial results.
|
•
|
adversely affect our ability to finance servicing advances and maintain our status as an approved servicer by Fannie Mae and Freddie Mac;
|
•
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lead to the early termination of existing advance facilities and affect the terms and availability of advance facilities that we may seek in the future;
|
•
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cause our termination as servicer in our servicing agreements that require that we maintain specified servicer ratings; and
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•
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further impair our ability to consummate future servicing transactions.
|
•
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our representations and warranties concerning loan quality and loan circumstances are inaccurate, including representations concerning the licensing of a mortgage broker;
|
•
|
we fail to secure adequate mortgage insurance within a certain period after closing;
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•
|
a mortgage insurance provider denies coverage;
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•
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we fail to comply, at the individual loan level or otherwise, with regulatory requirements in the current dynamic regulatory environment; or
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•
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the borrower fails to make certain initial loan payments due to the purchaser. We are subject to repurchase claims and may continue to receive claims in the future. If we are required to indemnify or repurchase loans that we originate or have previously originated and sell or securitize that result in losses that exceed our reserve, this could adversely affect our business, financial condition and results of operations.
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•
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a classified board of directors with staggered three-year terms;
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•
|
removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as FIF and certain other affiliates of Fortress and permitted transferees (collectively, the Fortress Stockholders) beneficially own at least 40% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);
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•
|
provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as the Fortress Stockholders beneficially own at least 25% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 25% of our issued and outstanding common stock may call special meetings of our stockholders);
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•
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advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;
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•
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certain rights to the Fortress Stockholders with respect to the designation of directors for nomination and election to our Board of Directors, including the ability to appoint a majority of the members of our Board of Directors for so long as the Fortress Stockholders continue to beneficially own at least 40% of our issued and outstanding common stock;
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•
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no provision in our amended and restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;
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•
|
our amended and restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as the Fortress Stockholders beneficially own at least 25% of our issued and outstanding common stock, our stockholders may act without a meeting by written consent of a majority of our stockholders; and
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•
|
under our amended and restated certificate of incorporation, our Board of Directors has authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.
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Location
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Owned /
Leased
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Square
Footage
|
|
Principal executive office
:
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Coppell, Texas – Corporate Headquarters
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Leased
|
175,585
|
|
Business operations and support offices:
|
|
|
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Irving, Texas
(1)
|
Leased
|
292,988
|
|
Lewisville, Texas
(2)
|
Leased
|
241,387
|
|
Chandler, Arizona
(3)
|
Leased
|
163,864
|
|
Irvine, California
(1)
|
Leased
|
126,726
|
|
Chennai, India
(4)
|
Leased
|
68,722
|
|
Longview, Texas
(3)
|
Leased
|
45,856
|
|
Elma, New York
(3)
|
Leased
|
43,562
|
|
Highlands Ranch, Colorado
(3)
|
Leased
|
31,375
|
|
Bellevue, Washington
(5)
|
Leased
|
25,502
|
|
Newport Beach, California
(5)
|
Leased
|
24,692
|
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
19.51
|
|
|
$
|
14.05
|
|
Third quarter
|
|
16.60
|
|
|
10.72
|
|
||
Second quarter
|
|
13.46
|
|
|
9.55
|
|
||
First quarter
|
|
13.41
|
|
|
8.61
|
|
||
|
|
|
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
||||
Fourth quarter
|
|
$
|
15.78
|
|
|
$
|
10.80
|
|
Third quarter
|
|
19.74
|
|
|
13.64
|
|
||
Second quarter
|
|
26.58
|
|
|
16.24
|
|
||
First quarter
|
|
31.94
|
|
|
22.94
|
|
(in thousands except Average Price Paid per Share)
|
|||||||||||||
Period
|
(a) Total Number of Shares (or Units) Purchased
(in thousands)
|
|
(b) Average Price Paid per Share (or Unit)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(1)
(in thousands)
|
|
(d) Maximum Number (or Appropriate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Program
(in millions)
|
||||||
October 1, 2016-
October 31, 2016
|
1
|
|
(1)
|
$
|
14.68
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2016-
November 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1, 2016-
December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
1
|
|
|
|
|
—
|
|
|
|
|
December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Nationstar Mortgage
|
$
|
218
|
|
|
$
|
260
|
|
|
$
|
199
|
|
|
$
|
94
|
|
|
$
|
127
|
|
S&P 500 Index
|
104
|
|
|
135
|
|
|
151
|
|
|
150
|
|
|
164
|
|
|||||
S&P Small Cap 600 Financials Index
|
108
|
|
|
138
|
|
|
146
|
|
|
142
|
|
|
221
|
|
▪
|
Boarded over
$161,000
UPB including
$95,000
subservicing UPB due to execution of two significant subservicing contracts and acquired
$13,000
UPB of reverse mortgage portfolio
|
▪
|
Expanded our partner base for financing of MSR acquisitions
|
▪
|
Achieved 5.6 basis points of Servicing profitability
|
▪
|
Reduced delinquency rate, measured as loans that are 60 or more days behind in payments, to
5%
from
7%
at start of the year
|
▪
|
Launched new customer-centric website to enhance functionality and upgrade the customer experience
|
▪
|
Lowered CFPB reported complaints by over
33%
year-over-year, helping to solidify our position as a preferred industry partner and lowering our costs to service
|
▪
|
Provided over
25,000
solutions to our mortgage servicing customers, reflecting our continued commitment to foster and preserve homeownership
|
▪
|
Achieved recapture rate of
29%
for 2016
|
▪
|
Earned revenue of
$738
, a record high year since 2012
|
▪
|
Funded
$20,316
mortgage loans, including
$13,728
related to retaining customers from our servicing portfolio, the highest funded volume in the past three years
|
▪
|
Enhanced customer-facing portals allowing greater visibility to check the status and progression of loan applications
|
▪
|
Delivered
$69
pretax income
|
▪
|
Expanded third-party revenues to
40%
driven primarily by our title and close business as well as our focus on technology offerings
|
▪
|
Completed migration of auction platform to Xome.com and launched proprietary workflow technology
|
Table 1. Consolidated Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues - operational
|
|
$
|
2,126
|
|
|
$
|
2,101
|
|
|
$
|
1,899
|
|
Revenues - MTM
|
|
(211
|
)
|
|
(112
|
)
|
|
74
|
|
|||
Total revenues
|
|
1,915
|
|
|
1,989
|
|
|
1,973
|
|
|||
Expenses
|
|
1,644
|
|
|
1,688
|
|
|
1,358
|
|
|||
Other income (expense), net
|
|
(242
|
)
|
|
(247
|
)
|
|
(329
|
)
|
|||
Income before income tax
|
|
29
|
|
|
54
|
|
|
286
|
|
|||
Less: Income tax expense
|
|
13
|
|
|
11
|
|
|
65
|
|
|||
Net income
|
|
16
|
|
|
43
|
|
|
221
|
|
|||
Less: Income (loss) attributable to noncontrolling interests
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|||
Net income attributable to Nationstar
|
|
19
|
|
|
39
|
|
|
221
|
|
|||
Change in value of designated cash flow hedge net of tax
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Total comprehensive income
|
|
$
|
19
|
|
|
$
|
39
|
|
|
$
|
219
|
|
Effective tax rate
|
|
45.2
|
%
|
|
20.3
|
%
|
|
22.7
|
%
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) before income tax by operating and non-operating segments:
|
|
|
|
|
|
|
||||||
Servicing
|
|
$
|
13
|
|
|
$
|
(16
|
)
|
|
$
|
230
|
|
Originations
|
|
209
|
|
|
206
|
|
|
191
|
|
|||
Xome
|
|
69
|
|
|
79
|
|
|
123
|
|
|||
Corporate and other
|
|
(262
|
)
|
|
(215
|
)
|
|
(258
|
)
|
|||
Consolidated income before income tax
|
|
$
|
29
|
|
|
$
|
54
|
|
|
$
|
286
|
|
Table 2. Servicing Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Operational
|
|
$
|
1,278
|
|
|
$
|
1,314
|
|
|
$
|
1,232
|
|
Amortization
|
|
(314
|
)
|
|
(320
|
)
|
|
(218
|
)
|
|||
Mark-to-market
|
|
(211
|
)
|
|
(112
|
)
|
|
74
|
|
|||
Total revenues
|
|
753
|
|
|
882
|
|
|
1,088
|
|
|||
Expenses
|
|
645
|
|
|
788
|
|
|
705
|
|
|||
Total other income (expenses), net
|
|
(95
|
)
|
|
(110
|
)
|
|
(153
|
)
|
|||
Income (loss) before income taxes
|
|
$
|
13
|
|
|
$
|
(16
|
)
|
|
$
|
230
|
|
Table 3. Forward Servicing and Subservicing Portfolio UPB Rollforward
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at the beginning of the period
|
|
$
|
367,800
|
|
|
$
|
353,094
|
|
|
$
|
361,779
|
|
Additions:
|
|
|
|
|
|
|
||||||
Originations
|
|
20,194
|
|
|
17,949
|
|
|
16,843
|
|
|||
Acquisitions and subservicing additions
|
|
129,061
|
|
|
71,782
|
|
|
41,351
|
|
|||
Deductions:
|
|
|
|
|
|
|
||||||
Dispositions
|
|
(1,625
|
)
|
|
(4,647
|
)
|
|
—
|
|
|||
Principal reductions and other
|
|
(14,399
|
)
|
|
(11,417
|
)
|
|
(15,060
|
)
|
|||
Voluntary reductions
(1)
|
|
(56,960
|
)
|
|
(47,597
|
)
|
|
(34,616
|
)
|
|||
Involuntary reductions
(2)
|
|
(9,546
|
)
|
|
(10,482
|
)
|
|
(11,905
|
)
|
|||
Net changes in loans serviced by others
|
|
(230
|
)
|
|
(882
|
)
|
|
(5,298
|
)
|
|||
Balance at the end of period
|
|
$
|
434,295
|
|
|
$
|
367,800
|
|
|
$
|
353,094
|
|
|
|
|
|
|
|
|
Table 4. Servicing - Revenues
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
|
|
Amounts
|
bps
(1)
|
|
Amounts
|
bps
(1)
|
|
Amounts
|
bps
(1)
|
||||||
Forward MSR Operational Revenue
|
|
|
|
|
|
|
|
|
|
||||||
Base servicing fees
|
|
$
|
1,000
|
|
25
|
|
$
|
1,090
|
|
28
|
|
$
|
1,028
|
|
27
|
Modification fees
|
|
84
|
|
2
|
|
62
|
|
2
|
|
76
|
|
2
|
|||
Incentive fees
|
|
29
|
|
1
|
|
45
|
|
1
|
|
50
|
|
1
|
|||
Late payment fees
|
|
82
|
|
2
|
|
70
|
|
2
|
|
65
|
|
2
|
|||
Other ancillary revenues
(2)
|
|
244
|
|
6
|
|
194
|
|
5
|
|
201
|
|
5
|
|||
Other revenues
|
|
35
|
|
1
|
|
39
|
|
1
|
|
28
|
|
1
|
|||
Total forward MSR operational revenue
|
|
1,474
|
|
37
|
|
1,500
|
|
39
|
|
1,448
|
|
38
|
|||
Subservicing fees
(3)
|
|
45
|
|
1
|
|
27
|
|
1
|
|
36
|
|
1
|
|||
Reverse MSRs (Amortized Cost) Revenue
|
|
|
|
|
|
|
|
|
|
||||||
Base servicing fees
|
|
43
|
|
1
|
|
48
|
|
1
|
|
54
|
|
1
|
|||
Buyout accretion
|
|
14
|
|
—
|
|
40
|
|
1
|
|
14
|
|
—
|
|||
Total reverse MSRs (amortized cost) revenue
|
|
57
|
|
1
|
|
88
|
|
2
|
|
68
|
|
1
|
|||
Total servicing fee revenue
|
|
1,576
|
|
39
|
|
1,615
|
|
42
|
|
1,552
|
|
40
|
|||
Amortization
|
|
|
|
|
|
|
|
|
|
||||||
Forward MSR amortization
|
|
(513
|
)
|
(13)
|
|
(489
|
)
|
(12)
|
|
(363
|
)
|
(10)
|
|||
Excess spread accretion
|
|
200
|
|
5
|
|
172
|
|
4
|
|
144
|
|
4
|
|||
Reverse MSR amortization
|
|
(1
|
)
|
—
|
|
(3
|
)
|
—
|
|
1
|
|
—
|
|||
Total amortization
|
|
(314
|
)
|
(8)
|
|
(320
|
)
|
(8)
|
|
(218
|
)
|
(6)
|
|||
MSR financing liability costs
|
|
(100
|
)
|
(2)
|
|
(124
|
)
|
(3)
|
|
(165
|
)
|
(4)
|
|||
Excess spread payments - principal
|
|
(198
|
)
|
(5)
|
|
(177
|
)
|
(4)
|
|
(155
|
)
|
(4)
|
|||
Total operational revenue
|
|
964
|
|
24
|
|
994
|
|
27
|
|
1,014
|
|
26
|
|||
Mark-to-Market Adjustments
|
|
|
|
|
|
|
|
|
|
||||||
MSR MTM
(4)
|
|
(229
|
)
|
(6)
|
|
(73
|
)
|
(2)
|
|
87
|
|
2
|
|||
Excess spread / financing MTM
|
|
18
|
|
—
|
|
(39
|
)
|
(1)
|
|
(13
|
)
|
—
|
|||
Total MTM adjustments
|
|
(211
|
)
|
(6)
|
|
(112
|
)
|
(3)
|
|
74
|
|
2
|
|||
Total revenues - Servicing
|
|
$
|
753
|
|
18
|
|
$
|
882
|
|
24
|
|
$
|
1,088
|
|
28
|
Table 5. Servicing Portfolio - Unpaid Principal Balances
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Average UPB
|
|
|
|
|
|
|
||||||
Forward MSRs - fair value
|
|
$
|
326,477
|
|
|
$
|
345,515
|
|
|
$
|
328,213
|
|
Subservicing and other
(1)
|
|
50,965
|
|
|
20,820
|
|
|
23,154
|
|
|||
Reverse loans - amortized cost
|
|
28,457
|
|
|
29,551
|
|
|
28,455
|
|
|||
Total average UPB
|
|
$
|
405,899
|
|
|
$
|
395,886
|
|
|
$
|
379,822
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Ending UPB
|
|
|
|
|
|
|
||||||
Forward MSRs - fair value
|
|
|
|
|
|
|
||||||
Agency
|
|
$
|
227,062
|
|
|
$
|
246,016
|
|
|
$
|
214,981
|
|
Non-agency
|
|
85,014
|
|
|
99,660
|
|
|
118,632
|
|
|||
Total MSRs - fair value
|
|
312,076
|
|
|
345,676
|
|
|
333,613
|
|
|||
|
|
|
|
|
|
|
||||||
Subservicing and other
(1)
|
|
|
|
|
|
|
||||||
Agency
|
|
110,848
|
|
|
18,059
|
|
|
15,008
|
|
|||
Non-agency
|
|
11,371
|
|
|
4,065
|
|
|
4,473
|
|
|||
Total subservicing and other
|
|
122,219
|
|
|
22,124
|
|
|
19,481
|
|
|||
|
|
|
|
|
|
|
||||||
Reverse loans - amortized cost
|
|
|
|
|
|
|
||||||
MSR
|
|
10,351
|
|
|
11,623
|
|
|
12,663
|
|
|||
MSL
|
|
17,574
|
|
|
10,797
|
|
|
12,966
|
|
|||
Securitized loans
|
|
11,015
|
|
|
7,435
|
|
|
2,353
|
|
|||
Total reverse portfolio serviced
|
|
38,940
|
|
|
29,855
|
|
|
27,982
|
|
|||
Total ending UPB
|
|
$
|
473,235
|
|
|
$
|
397,655
|
|
|
$
|
381,076
|
|
Table 6. Forward Loan Modifications and Workout Units
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Modifications and workout units:
|
|
|
|
|
|
|
|||
HAMP modifications
|
|
15,525
|
|
|
16,226
|
|
|
18,597
|
|
Non-HAMP modifications
|
|
23,280
|
|
|
24,648
|
|
|
32,274
|
|
Workouts
|
|
19,229
|
|
|
24,118
|
|
|
28,955
|
|
Total modification and workout units
|
|
58,034
|
|
|
64,992
|
|
|
79,826
|
|
Table 7. Key Performance Metrics - Forward Servicing and Subservicing Portfolio
(1)
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Average loan count
|
|
2,637,254
|
|
|
2,245,047
|
|
|
1,982,396
|
|
|||
Average loan amount
(2)
|
|
$
|
164,818
|
|
|
$
|
162,375
|
|
|
$
|
167,467
|
|
Average coupon - credit sensitive
(3)
|
|
4.7
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
|||
Average coupon - interest sensitive
(3)
|
|
4.2
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|||
60+ delinquent (% of loans)
(4)
|
|
4.7
|
%
|
|
6.9
|
%
|
|
9.9
|
%
|
|||
90+ delinquent (% of loans)
(4)
|
|
4.2
|
%
|
|
6.4
|
%
|
|
9.3
|
%
|
|||
120+ delinquent (% of loans)
(4)
|
|
3.9
|
%
|
|
5.9
|
%
|
|
8.8
|
%
|
|||
Total prepayment speed (12 month constant pre-payment rate)
|
|
16.9
|
%
|
|
15.6
|
%
|
|
13.3
|
%
|
Table 9. Servicing - Expenses
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Amounts
|
|
bps
|
|
Amounts
|
|
bps
|
|
Amounts
|
|
bps
|
||||||
Salaries, wages and benefits
|
|
$
|
251
|
|
|
6
|
|
$
|
237
|
|
|
6
|
|
$
|
265
|
|
|
7
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Servicing support fees
|
|
147
|
|
|
4
|
|
171
|
|
|
4
|
|
156
|
|
|
4
|
|||
Corporate and other general and administrative expenses
|
|
161
|
|
|
4
|
|
163
|
|
|
4
|
|
122
|
|
|
3
|
|||
Foreclosure and other liquidation related expenses
|
|
63
|
|
|
2
|
|
196
|
|
|
5
|
|
147
|
|
|
4
|
|||
Depreciation and amortization
|
|
23
|
|
|
1
|
|
21
|
|
|
1
|
|
15
|
|
|
—
|
|||
Total general and administrative expenses
|
|
394
|
|
|
11
|
|
551
|
|
|
14
|
|
440
|
|
|
11
|
|||
Total expenses - Servicing
|
|
$
|
645
|
|
|
17
|
|
$
|
788
|
|
|
20
|
|
$
|
705
|
|
|
18
|
Table 10. Servicing - Other Income (Expense), Net
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Amounts
|
|
bps
|
|
Amounts
|
|
bps
|
|
Amounts
|
|
bps
|
||||||
Reverse interest income
|
|
$
|
344
|
|
|
8
|
|
$
|
268
|
|
|
7
|
|
$
|
80
|
|
|
2
|
Other interest income
|
|
3
|
|
|
—
|
|
—
|
|
|
—
|
|
12
|
|
|
—
|
|||
Interest income
|
|
347
|
|
|
8
|
|
268
|
|
|
7
|
|
92
|
|
|
2
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reverse interest expense
|
|
(269
|
)
|
|
(7)
|
|
(190
|
)
|
|
(5)
|
|
(31
|
)
|
|
(1)
|
|||
Advance interest expense
|
|
(53
|
)
|
|
(1)
|
|
(55
|
)
|
|
(1)
|
|
(104
|
)
|
|
(3)
|
|||
Other interest expense
|
|
(120
|
)
|
|
(3)
|
|
(132
|
)
|
|
(3)
|
|
(111
|
)
|
|
(3)
|
|||
Interest expense
|
|
(442
|
)
|
|
(11)
|
|
(377
|
)
|
|
(9)
|
|
(246
|
)
|
|
(7)
|
|||
Other expense
|
|
—
|
|
|
—
|
|
(1
|
)
|
|
—
|
|
1
|
|
|
—
|
|||
Total other income (expense) - Servicing
|
|
$
|
(95
|
)
|
|
(3)
|
|
$
|
(110
|
)
|
|
(2)
|
|
$
|
(153
|
)
|
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average cost - advance facilities
|
|
2.8
|
%
|
|
|
|
2.4
|
%
|
|
|
|
2.4
|
%
|
|
|
|||
Weighted average cost - excess spread financing
|
|
8.9
|
%
|
|
|
|
9.0
|
%
|
|
|
|
9.1
|
%
|
|
|
Table 11. Serviced Portfolios and
Related Liabilities
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
|
UPB
|
|
Carrying Amount
|
|
Weighted Avg. Coupon
|
|
UPB
|
|
Carrying Amount
|
|
Weighted Avg. Coupon
|
||||||||||
Forward MSRs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Agency
|
|
$
|
227,062
|
|
|
$
|
2,394
|
|
|
4.4
|
%
|
|
$
|
246,016
|
|
|
$
|
2,462
|
|
|
4.4
|
%
|
Non-agency
|
|
85,014
|
|
|
766
|
|
|
4.5
|
%
|
|
99,660
|
|
|
896
|
|
|
4.5
|
%
|
||||
Total forward MSRs - fair value
|
|
312,076
|
|
|
3,160
|
|
|
4.5
|
%
|
|
345,676
|
|
|
3,358
|
|
|
4.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subservicing and other
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Agency
|
|
110,848
|
|
|
N/A
|
|
|
N/A
|
|
|
18,059
|
|
|
N/A
|
|
|
N/A
|
|
||||
Non-agency
|
|
11,371
|
|
|
N/A
|
|
|
N/A
|
|
|
4,065
|
|
|
N/A
|
|
|
N/A
|
|
||||
Total subservicing and other
|
|
122,219
|
|
|
N/A
|
|
|
N/A
|
|
|
22,124
|
|
|
N/A
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reverse portfolio - amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MSR
|
|
10,351
|
|
|
6
|
|
|
N/A
|
|
|
11,623
|
|
|
9
|
|
|
N/A
|
|
||||
MSL
|
|
17,574
|
|
|
(48
|
)
|
|
N/A
|
|
|
10,797
|
|
|
(25
|
)
|
|
N/A
|
|
||||
Securitized loans
|
|
11,015
|
|
|
11,033
|
|
|
N/A
|
|
|
7,435
|
|
|
7,514
|
|
|
N/A
|
|
||||
Total reverse portfolio serviced
|
|
38,940
|
|
|
10,991
|
|
|
N/A
|
|
|
29,855
|
|
|
7,498
|
|
|
N/A
|
|
||||
Total servicing portfolio unpaid principal balance
|
|
$
|
473,235
|
|
|
$
|
14,151
|
|
|
N/A
|
|
|
$
|
397,655
|
|
|
$
|
10,856
|
|
|
N/A
|
|
Table 12. Fair Value MSR Valuation
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
|
UPB
|
|
Carrying Amount
|
|
Bps
|
|
UPB
|
|
Carrying Amount
|
|
Bps
|
||||||||
MSRs - Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Credit sensitive
|
|
$
|
198,935
|
|
|
$
|
1,818
|
|
|
91
|
|
$
|
224,334
|
|
|
$
|
2,017
|
|
|
90
|
Interest sensitive - agency
|
|
113,141
|
|
|
1,342
|
|
|
119
|
|
121,342
|
|
|
1,341
|
|
|
111
|
||||
Total MSRs - fair value
|
|
$
|
312,076
|
|
|
$
|
3,160
|
|
|
101
|
|
$
|
345,676
|
|
|
$
|
3,358
|
|
|
97
|
Table 13. MSRs - Fair Value, Roll Forward
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fair value at the beginning of the period
|
|
$
|
3,358
|
|
|
$
|
2,950
|
|
Additions:
|
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
|
208
|
|
|
221
|
|
||
Purchases of servicing assets
|
|
157
|
|
|
711
|
|
||
Dispositions:
|
|
|
|
|
||||
Sales of servicing assets
(1)
|
|
(67
|
)
|
|
(46
|
)
|
||
Changes in fair value:
|
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model:
|
|
|
|
|
||||
Credit sensitive
|
|
(83
|
)
|
|
36
|
|
||
Interest sensitive
|
|
4
|
|
|
(94
|
)
|
||
Other changes in fair value:
|
|
|
|
|
||||
Scheduled principal payments
|
|
(82
|
)
|
|
(74
|
)
|
||
Disposition of negative MSRs and other
(2)
|
|
96
|
|
|
69
|
|
||
Prepayments
|
|
|
|
|
||||
Voluntary prepayments
|
|
|
|
|
||||
Credit sensitive
|
|
(211
|
)
|
|
(222
|
)
|
||
Interest sensitive
|
|
(156
|
)
|
|
(112
|
)
|
||
Involuntary prepayments
|
|
|
|
|
||||
Credit sensitive
|
|
(37
|
)
|
|
(53
|
)
|
||
Interest sensitive
|
|
(27
|
)
|
|
(28
|
)
|
||
Fair value at the end of the period
|
|
$
|
3,160
|
|
|
$
|
3,358
|
|
Table 14. MSRs - Fair Value
|
|
Year Ended December 31,
|
||||
|
|
2016
|
|
2015
|
||
Credit Sensitive MSRs
|
|
|
|
|
||
Discount rate
|
|
11.6
|
%
|
|
11.6
|
%
|
Weighted average prepayment speeds
|
|
15.4
|
%
|
|
16.5
|
%
|
Weighted average life of loans
|
|
6.0 years
|
|
|
5.9 years
|
|
|
|
|
|
|
||
Interest Sensitive MSRs
|
|
|
|
|
||
Discount rate
|
|
9.3
|
%
|
|
9.1
|
%
|
Weighted average prepayment speeds
|
|
10.7
|
%
|
|
12.4
|
%
|
Weighted average life of loans
|
|
6.8 years
|
|
|
6.1 years
|
|
Table 15. Excess Spread Financing
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fair value at the beginning of the period
|
|
$
|
1,232
|
|
|
$
|
1,031
|
|
Additions
|
|
|
|
|
||||
New financings
|
|
155
|
|
|
385
|
|
||
Deductions:
|
|
|
|
|
||||
Settlements
|
|
(198
|
)
|
|
(210
|
)
|
||
Fair value changes
|
|
|
|
|
||||
Credit sensitive
|
|
27
|
|
|
41
|
|
||
Interest sensitive
|
|
(2
|
)
|
|
(15
|
)
|
||
Fair value at the end of the period
|
|
$
|
1,214
|
|
|
$
|
1,232
|
|
|
|
|
|
|
||||
|
|
Year Ended December 31,
|
||||||
Assumptions
|
|
2016
|
|
2015
|
||||
Weighted average prepayment speeds
|
|
13.9
|
%
|
|
15.4
|
%
|
||
Weighted average life of loans
|
|
6.3 years
|
|
|
5.9 years
|
|
||
Discount rate
|
|
10.8
|
%
|
|
11.2
|
%
|
||
|
|
|
|
|
||||
Credit Sensitive
|
|
|
|
|
||||
Mortgage prepayment speeds
|
|
14.5
|
%
|
|
15.9
|
%
|
||
Average life of mortgage loans
|
|
6.1 years
|
|
|
6.0 years
|
|
||
Discount rate
|
|
11.1
|
%
|
|
11.4
|
%
|
||
|
|
|
|
|
||||
Interest Sensitive
|
|
|
|
|
||||
Mortgage prepayment speeds
|
|
10.7
|
%
|
|
12.8
|
%
|
||
Average life of mortgage loans
|
|
6.7 years
|
|
|
5.8 years
|
|
||
Discount rate
|
|
9.0
|
%
|
|
8.8
|
%
|
Table 16. MSRs Financing Liability - Rollforward
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fair value at the beginning of the period
|
|
$
|
69
|
|
|
$
|
49
|
|
Mark-to-Market Adjustments
(1)
|
|
|
|
|
||||
Due to changes in valuation inputs or
assumptions used in the valuation model |
|
(27
|
)
|
|
25
|
|
||
Other changes in fair value
|
|
(15
|
)
|
|
(5
|
)
|
||
Fair value at the end of the period
|
|
$
|
27
|
|
|
$
|
69
|
|
|
|
|
|
|
||||
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Weighted-Average Assumptions
|
|
|
|
|
||||
Advance financing rates
|
|
3.2
|
%
|
|
3.0
|
%
|
||
Annual advance recovery rates
|
|
23.9
|
%
|
|
20.9
|
%
|
Table 17. Leveraged Portfolio Characteristics
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Owned forward servicing portfolio - unencumbered
|
|
$
|
75,232
|
|
|
$
|
89,435
|
|
Owned forward servicing portfolio - encumbered
|
|
236,844
|
|
|
256,241
|
|
||
Subserviced forward servicing portfolio and other
|
|
122,219
|
|
|
22,124
|
|
||
Total unpaid principal balance
|
|
$
|
434,295
|
|
|
$
|
367,800
|
|
Table 18. Reverse - Mortgage Portfolio Characteristics
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Loan count
|
|
233,207
|
|
|
176,272
|
|
||
Ending unpaid principal balance
|
|
$
|
38,940
|
|
|
$
|
29,855
|
|
Average loan amount
(1)
|
|
$
|
166,975
|
|
|
$
|
169,371
|
|
Average coupon
|
|
3.4
|
%
|
|
3.2
|
%
|
||
Average borrower age
|
|
78
|
|
|
77
|
|
Table 19. Originations - Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
738
|
|
|
$
|
666
|
|
|
$
|
579
|
|
Expenses
|
|
533
|
|
|
469
|
|
|
390
|
|
|||
Other income (expenses), net
|
|
4
|
|
|
9
|
|
|
2
|
|
|||
Income before income tax expense
|
|
$
|
209
|
|
|
$
|
206
|
|
|
$
|
191
|
|
Income before taxes margin
|
|
28.3
|
%
|
|
30.9
|
%
|
|
33.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
$
|
738
|
|
|
$
|
666
|
|
|
$
|
579
|
|
Pull through adjusted lock volume
|
|
$
|
20,470
|
|
|
$
|
18,405
|
|
|
$
|
16,186
|
|
Revenue Basis Points
(1)
|
|
3.61
|
%
|
|
3.62
|
%
|
|
3.58
|
%
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
$
|
533
|
|
|
$
|
469
|
|
|
$
|
390
|
|
Funded volume
|
|
$
|
20,316
|
|
|
$
|
17,971
|
|
|
$
|
16,890
|
|
Expenses Basis Points
(2)
|
|
2.62
|
%
|
|
2.61
|
%
|
|
2.31
|
%
|
|||
|
|
|
|
|
|
|
||||||
Margin
|
|
0.99
|
%
|
|
1.01
|
%
|
|
1.27
|
%
|
Table 20. Originations - Revenues
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service related, net - Originations
|
|
$
|
59
|
|
|
$
|
51
|
|
|
$
|
44
|
|
Net gain on mortgage loans held for sale
|
|
|
|
|
|
|
||||||
Gain on loans originated and sold
|
|
462
|
|
|
387
|
|
|
315
|
|
|||
Capitalized servicing rights
|
|
197
|
|
|
209
|
|
|
224
|
|
|||
Mark-to-market on loans held for sale
|
|
(15
|
)
|
|
(1
|
)
|
|
12
|
|
|||
Mark-to-market on locks and commitments
(1)
|
|
2
|
|
|
—
|
|
|
17
|
|
|||
Mark-to-market on hedge activity
|
|
27
|
|
|
20
|
|
|
(40
|
)
|
|||
Release of repurchase reserves
|
|
6
|
|
|
—
|
|
|
7
|
|
|||
Total net gain on mortgage loans held for sale
|
|
679
|
|
|
615
|
|
|
535
|
|
|||
Total revenues - Originations
|
|
$
|
738
|
|
|
$
|
666
|
|
|
$
|
579
|
|
|
|
|
|
|
|
|
||||||
Key Metrics
|
|
|
|
|
|
|
||||||
Consumer direct lock pull through adjusted volume
(2)
|
|
$
|
13,728
|
|
|
$
|
11,305
|
|
|
$
|
9,808
|
|
Other locked pull through adjusted volume
|
|
6,742
|
|
|
7,100
|
|
|
6,378
|
|
|||
Total pull through adjusted volume
|
|
$
|
20,470
|
|
|
$
|
18,405
|
|
|
$
|
16,186
|
|
Funded volume
|
|
$
|
20,316
|
|
|
$
|
17,971
|
|
|
$
|
16,890
|
|
Funded HARP volume
|
|
$
|
4,311
|
|
|
$
|
4,983
|
|
|
$
|
6,819
|
|
Recapture percentage
|
|
28.6
|
%
|
|
27.0
|
%
|
|
33.5
|
%
|
|||
Purchase percentage of funded volume
|
|
23.5
|
%
|
|
26.0
|
%
|
|
28.0
|
%
|
|||
Value of capitalized servicing
|
|
97 bps
|
|
|
119 bps
|
|
|
127 bps
|
|
Table 21. Originations - Expenses
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Salaries, wages and benefits
|
|
$
|
301
|
|
|
$
|
274
|
|
|
$
|
243
|
|
General and administrative
|
|
|
|
|
|
|
||||||
Loan origination expenses
|
|
76
|
|
|
52
|
|
|
38
|
|
|||
Corporate and other general and administrative expenses
|
|
74
|
|
|
81
|
|
|
63
|
|
|||
Marketing and professional service fee
|
|
59
|
|
|
50
|
|
|
37
|
|
|||
Depreciation and amortization
|
|
11
|
|
|
12
|
|
|
9
|
|
|||
Loss on impairment of assets
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
Total general and administrative
|
|
232
|
|
|
195
|
|
|
147
|
|
|||
Total expenses - Originations
|
|
$
|
533
|
|
|
$
|
469
|
|
|
$
|
390
|
|
Table 22. Originations - Other Income (Expenses), Net
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
$
|
63
|
|
|
$
|
67
|
|
|
$
|
72
|
|
Interest expense
|
|
(58
|
)
|
|
(58
|
)
|
|
(70
|
)
|
|||
Other expense
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Other income (expenses), net - Originations
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
||||||
Weighted average coupon - mortgage loans held for sale
|
|
3.9
|
%
|
|
4.1
|
%
|
|
4.5
|
%
|
|||
Weighted average cost of funds (excluding facility fees)
|
|
2.9
|
%
|
|
4.2
|
%
|
|
4.7
|
%
|
Table 23. Repurchase Reserves
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Repurchase reserves, beginning of period
|
|
$
|
26
|
|
|
$
|
29
|
|
|
$
|
41
|
|
Provisions, net of release
|
|
(6
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Charge-offs
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Repurchase reserves, end of period
|
|
$
|
18
|
|
|
$
|
26
|
|
|
$
|
29
|
|
Table 24. Xome - Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
423
|
|
|
$
|
437
|
|
|
$
|
305
|
|
Expenses
|
|
354
|
|
|
358
|
|
|
182
|
|
|||
Income before income tax expense
|
|
$
|
69
|
|
|
$
|
79
|
|
|
$
|
123
|
|
Income before taxes margin
|
|
16.3
|
%
|
|
18.1
|
%
|
|
40.3
|
%
|
Table 25. Xome - Revenues
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Exchange
|
|
$
|
153
|
|
|
$
|
180
|
|
|
$
|
140
|
|
Services
|
|
238
|
|
|
221
|
|
|
152
|
|
|||
Technology and Support
|
|
32
|
|
|
36
|
|
|
13
|
|
|||
Total revenues - Xome
|
|
$
|
423
|
|
|
$
|
437
|
|
|
$
|
305
|
|
|
|
|
|
|
|
|
||||||
Key Metrics
|
|
|
|
|
|
|
||||||
Property listings sold
|
|
17,319
|
|
|
20,640
|
|
|
20,966
|
|
|||
REO listings at period end
|
|
4,669
|
|
|
8,426
|
|
|
9,062
|
|
|||
Xome services completed orders
|
|
594,623
|
|
|
657,129
|
|
|
632,382
|
|
|||
Percentage of revenue earned from third-party customers
|
|
40.2
|
%
|
|
33.0
|
%
|
|
11.7
|
%
|
Table 26. Xome - Expenses
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Salaries, wages and benefits
|
|
$
|
175
|
|
|
$
|
169
|
|
|
$
|
61
|
|
General and administrative
|
|
|
|
|
|
|
||||||
Operational expenses
|
|
154
|
|
|
176
|
|
|
117
|
|
|||
Depreciation and amortization
|
|
21
|
|
|
13
|
|
|
4
|
|
|||
Loss on impairment of assets
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Total general and administrative
|
|
179
|
|
|
189
|
|
|
121
|
|
|||
Total expenses - Xome
|
|
$
|
354
|
|
|
$
|
358
|
|
|
$
|
182
|
|
Table 27. Corporate and Other - Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
1
|
|
Expenses
|
|
112
|
|
|
73
|
|
|
81
|
|
|||
Other income (expenses), net
|
|
(151
|
)
|
|
(146
|
)
|
|
(178
|
)
|
|||
Total loss before income tax benefit - Corporate and Other
|
|
$
|
(262
|
)
|
|
$
|
(215
|
)
|
|
$
|
(258
|
)
|
Table 28. Legacy Portfolio
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Performing - UPB
|
|
$
|
167
|
|
|
$
|
178
|
|
|
$
|
197
|
|
Nonperforming (90+ delinquency) - UPB
|
|
49
|
|
|
71
|
|
|
77
|
|
|||
REO - estimated fair value
|
|
3
|
|
|
4
|
|
|
2
|
|
|||
Total legacy portfolio
|
|
$
|
219
|
|
|
$
|
253
|
|
|
$
|
276
|
|
Table 29. Corporate and Other - Expenses
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Salaries, wages and benefits
|
|
$
|
42
|
|
|
$
|
30
|
|
|
$
|
35
|
|
General and administrative
|
|
|
|
|
|
|
||||||
Operational expenses
|
|
53
|
|
|
36
|
|
|
34
|
|
|||
Depreciation and amortization
|
|
8
|
|
|
7
|
|
|
12
|
|
|||
Loss on impairment of assets
|
|
9
|
|
|
—
|
|
|
—
|
|
|||
Total general and administrative
|
|
70
|
|
|
43
|
|
|
46
|
|
|||
Total expenses - Corporate and Other
|
|
$
|
112
|
|
|
$
|
73
|
|
|
$
|
81
|
|
Table 30. Corporate and Other - Other Income (Expenses), Net
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income, legacy portfolio
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
15
|
|
Interest expense, legacy portfolio
|
|
(7
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Interest expense on unsecured senior notes
|
|
(152
|
)
|
|
(160
|
)
|
|
(187
|
)
|
|||
Other interest, net
|
|
(5
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Total interest expense
|
|
(150
|
)
|
|
(154
|
)
|
|
(189
|
)
|
|||
Other income (expense)
|
|
(1
|
)
|
|
8
|
|
|
11
|
|
|||
Other (expense), net - Corporate and Other
|
|
$
|
(151
|
)
|
|
$
|
(146
|
)
|
|
$
|
(178
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average cost - unsecured senior notes
|
|
7.3
|
%
|
|
7.3
|
%
|
|
7.6
|
%
|
Table 31. Assets
|
|
December 31,
|
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Cash and cash equivalents
|
|
$
|
489
|
|
|
$
|
613
|
|
|
(20.2
|
)%
|
Mortgage servicing rights
|
|
3,166
|
|
|
3,367
|
|
|
(6.0
|
)%
|
||
Advances and other receivables, net
|
|
1,749
|
|
|
2,412
|
|
|
(27.5
|
)%
|
||
Reverse mortgage interests, net
|
|
11,033
|
|
|
7,514
|
|
|
46.8
|
%
|
||
Mortgage loans held for sale at fair value
|
|
1,788
|
|
|
1,430
|
|
|
25.0
|
%
|
||
Other
|
|
1,368
|
|
|
1,281
|
|
|
6.8
|
%
|
||
Total assets
|
|
$
|
19,593
|
|
|
$
|
16,617
|
|
|
17.9
|
%
|
Table 32. Liabilities and Stockholders' Equity
|
|
December 31,
|
|||||||||
|
|
2016
|
|
2015
|
|
% Change
|
|||||
Unsecured senior notes, net of unamortized debt issuance cost
|
|
$
|
1,990
|
|
|
$
|
2,026
|
|
|
(1.8
|
)%
|
Advance facilities, net of unamortized debt issuance cost
|
|
1,096
|
|
|
1,640
|
|
|
(33.2
|
)%
|
||
Warehouse facilities, net of unamortized debt issuance cost
|
|
2,421
|
|
|
1,890
|
|
|
28.1
|
%
|
||
MSR related liabilities - nonrecourse at fair value
|
|
1,241
|
|
|
1,301
|
|
|
(4.6
|
)%
|
||
Other nonrecourse debt, net of unamortized debt issuance cost
|
|
9,631
|
|
|
6,666
|
|
|
44.5
|
%
|
||
Other liabilities
|
|
1,531
|
|
|
1,327
|
|
|
15.4
|
%
|
||
Total liabilities
|
|
17,910
|
|
|
14,850
|
|
|
20.6
|
%
|
||
Total stockholders' equity attributable to Nationstar
|
|
1,677
|
|
|
1,758
|
|
|
(4.6
|
)%
|
||
Noncontrolling interest
|
|
6
|
|
|
9
|
|
|
(33.3
|
)%
|
||
Total liabilities and stockholders' equity
|
|
$
|
19,593
|
|
|
$
|
16,617
|
|
|
17.9
|
%
|
Table 33. Operating Cash Flow
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by operating profits and changes in working capital and other assets
|
|
$
|
778
|
|
|
$
|
213
|
|
|
$
|
(226
|
)
|
Originations net sales activities
|
|
193
|
|
|
208
|
|
|
1,306
|
|
|||
Net cash attributable to operating activities
|
|
$
|
971
|
|
|
$
|
421
|
|
|
$
|
1,080
|
|
Table 34. Investing Cash Flow
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Purchase of reverse mortgage interests, net
|
|
$
|
(3,600
|
)
|
|
$
|
(4,816
|
)
|
|
$
|
—
|
|
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
|
(144
|
)
|
|
(715
|
)
|
|
(471
|
)
|
|||
Proceeds on sale of forward mortgage servicing rights
|
|
68
|
|
|
44
|
|
|
—
|
|
|||
Proceeds on sale of servicer advances
|
|
—
|
|
|
—
|
|
|
768
|
|
|||
All other
|
|
(62
|
)
|
|
(103
|
)
|
|
(64
|
)
|
|||
Net cash attributable to investing activities
|
|
$
|
(3,738
|
)
|
|
$
|
(5,590
|
)
|
|
$
|
233
|
|
Table 35. Financing Cash Flow
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Advance facilities
|
|
$
|
(550
|
)
|
|
$
|
(256
|
)
|
|
$
|
(1,221
|
)
|
Warehouse facilities
|
|
529
|
|
|
321
|
|
|
(860
|
)
|
|||
Payment of senior unsecured notes and nonrecourse debt
|
|
(58
|
)
|
|
(116
|
)
|
|
(300
|
)
|
|||
Excess spread and MSR liability financing
|
|
(43
|
)
|
|
175
|
|
|
40
|
|
|||
Increase in participating interest financing in reverse mortgage interests
|
|
2,939
|
|
|
4,541
|
|
|
353
|
|
|||
HECM securitizations
|
|
11
|
|
|
399
|
|
|
259
|
|
|||
Repurchase of common stock
|
|
(114
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
|
—
|
|
|
498
|
|
|
—
|
|
|||
Restricted cash activity
|
|
(51
|
)
|
|
(46
|
)
|
|
291
|
|
|||
All other
|
|
(20
|
)
|
|
(26
|
)
|
|
(18
|
)
|
|||
Net cash attributable to financing activities
|
|
$
|
2,643
|
|
|
$
|
5,483
|
|
|
$
|
(1,456
|
)
|
▪
|
Base of $2.5 plus 25 basis points of UPB for total loans serviced.
|
▪
|
Tangible Net Worth comprises total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.
|
▪
|
Tangible Net Worth/Total Assets greater than 6%.
|
▪
|
3.5 basis points of total Agency servicing (Fannie Mae, Freddie Mac, Ginnie Mae) plus,
|
▪
|
Incremental 200 basis points of total nonperforming Agency, measured as 90+ delinquencies, servicing in excess of 6% of the total Agency servicing UPB,
|
▪
|
Allowable assets for liquidity may include: 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 36. Debt
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Advance facilities, net of unamortized debt issuance costs
|
|
$
|
1,096
|
|
|
$
|
1,640
|
|
Warehouse facilities, net of unamortized debt issuance costs
|
|
2,421
|
|
|
1,890
|
|
||
Unsecured senior notes, net of unamortized debt issuance costs
|
|
1,990
|
|
|
2,026
|
|
Year Ended December 31,
|
|
Amount
|
||
2017
|
|
$
|
—
|
|
2018
|
|
461
|
|
|
2019
|
|
345
|
|
|
2020
|
|
400
|
|
|
2021
|
|
595
|
|
|
Thereafter
|
|
206
|
|
|
Unsecured senior notes
|
|
2,007
|
|
|
Unamortized debt issuance costs
|
|
(17
|
)
|
|
Unsecured senior notes, net of unamortized debt issuance costs
|
|
$
|
1,990
|
|
|
Less than 1 Year
|
|
1 - 3 Years
|
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
|||||||||
Unsecured senior notes
|
$
|
—
|
|
|
$
|
806
|
|
|
$
|
995
|
|
|
$
|
206
|
|
|
$
|
2,007
|
|
Interest payment from unsecured senior notes
(1)
|
146
|
|
|
246
|
|
|
136
|
|
|
10
|
|
|
538
|
|
|||||
Advance facilities
|
1,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|||||
Warehouse facilities
|
2,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,423
|
|
|||||
Capital lease obligations
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Operating lease obligations
|
37
|
|
|
55
|
|
|
33
|
|
|
16
|
|
|
141
|
|
|||||
Total
|
$
|
3,708
|
|
|
$
|
1,113
|
|
|
$
|
1,164
|
|
|
$
|
232
|
|
|
$
|
6,217
|
|
•
|
an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance servicing advances
|
•
|
a decrease (increase) in interest rates would generally increase (decrease) prepayment rates and may require us to report a decrease (increase) in the value of our MSRs
|
•
|
a change in prevailing interest rates could impact our earnings from our custodial deposit accounts
|
•
|
an increase in interest rates could generate an increase in delinquency, default and foreclosure rates resulting in an increase in both operating expenses and interest expense and could cause a reduction in the value of our assets
|
•
|
a substantial and sustained increase in prevailing interest rates could adversely affect our loan originations volume because refinancing an existing loan would be less attractive to a borrower and qualifying for a loan may be more difficult
|
•
|
an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance loan originations
|
Table 39. Change in Fair Value
|
December 31, 2016
|
||||||
|
Down 25 bps
|
|
Up 25 bps
|
||||
Increase (decrease) in assets
|
|
|
|
||||
Mortgage servicing rights at fair value
|
$
|
(175
|
)
|
|
$
|
172
|
|
Mortgage loans held for sale at fair value
|
20
|
|
|
(22
|
)
|
||
Derivative financial instruments:
|
|
|
|
||||
Interest rate lock commitments
|
18
|
|
|
(24
|
)
|
||
Total change in assets
|
(137
|
)
|
|
126
|
|
||
Increase (decrease) in liabilities
|
|
|
|
||||
Mortgage servicing rights liabilities at fair value
|
(5
|
)
|
|
5
|
|
||
Excess spread financing at fair value
|
(39
|
)
|
|
35
|
|
||
Derivative financial instruments:
|
|
|
|
||||
Interest rate swaps and caps
|
—
|
|
|
—
|
|
||
Forward MBS trades
|
37
|
|
|
(40
|
)
|
||
Total change in liabilities
|
(7
|
)
|
|
—
|
|
||
Total, net change
|
$
|
(130
|
)
|
|
$
|
126
|
|
Consolidated Balance Sheets
as of December 31, 2016 and 2015
|
|
Consolidated Statements of Operations and Comprehensive Income
for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Stockholders’ Equity
for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows
for the Years Ended December 31, 2016, 2015 and 2014
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
489
|
|
|
$
|
613
|
|
Restricted cash
|
388
|
|
|
332
|
|
||
Mortgage servicing rights, $3,160 and $3,358 at fair value, respectively
|
3,166
|
|
|
3,367
|
|
||
Advances and other receivables, net of reserves of $184 and $130, respectively
|
1,749
|
|
|
2,412
|
|
||
Reverse mortgage interests, net of reserves of $131 and $53, respectively
|
11,033
|
|
|
7,514
|
|
||
Mortgage loans held for sale, at fair value
|
1,788
|
|
|
1,430
|
|
||
Mortgage loans held for investment, net of allowance for loan losses of $3 and $4, respectively
|
151
|
|
|
174
|
|
||
Property and equipment, net of accumulated depreciation of $118 and $93, respectively
|
136
|
|
|
143
|
|
||
Derivative financial instruments at fair value
|
133
|
|
|
100
|
|
||
Other assets
|
560
|
|
|
532
|
|
||
Total assets
|
$
|
19,593
|
|
|
$
|
16,617
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
||||
Unsecured senior notes, net of unamortized debt issuance costs $17 and $23, respectively
|
$
|
1,990
|
|
|
$
|
2,026
|
|
Advance facilities, net of unamortized debt issuance costs $0 and $6, respectively
|
1,096
|
|
|
1,640
|
|
||
Warehouse facilities, net of unamortized debt issuance costs $2 and $3, respectively
|
2,421
|
|
|
1,890
|
|
||
Payables and accrued liabilities
|
1,470
|
|
|
1,296
|
|
||
MSR related liabilities - nonrecourse at fair value
|
1,241
|
|
|
1,301
|
|
||
Mortgage servicing liabilities
|
48
|
|
|
25
|
|
||
Derivative financial instruments at fair value
|
13
|
|
|
6
|
|
||
Other nonrecourse debt, net of unamortized debt issuance costs $7 and $4, respectively
|
9,631
|
|
|
6,666
|
|
||
Total liabilities
|
17,910
|
|
|
14,850
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Preferred stock at $0.01 par value - 300,000 thousand shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock at $0.01 par value - 1,000,000 thousand shares authorized, 109,915 thousand and 109,826 thousand shares issued, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in-capital
|
1,122
|
|
|
1,105
|
|
||
Retained earnings
|
701
|
|
|
682
|
|
||
Treasury shares at cost, 12,418 thousand and 1,826 thousand shares, respectively
|
(147
|
)
|
|
(30
|
)
|
||
Total Nationstar stockholders' equity
|
1,677
|
|
|
1,758
|
|
||
Noncontrolling interest
|
6
|
|
|
9
|
|
||
Total stockholders' equity
|
1,683
|
|
|
1,767
|
|
||
Total liabilities and stockholders' equity
|
$
|
19,593
|
|
|
$
|
16,617
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service related revenue, net
|
$
|
1,118
|
|
|
$
|
1,305
|
|
|
$
|
1,376
|
|
Net gain on mortgage loans held for sale
|
797
|
|
|
684
|
|
|
597
|
|
|||
Total revenues
|
1,915
|
|
|
1,989
|
|
|
1,973
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
813
|
|
|
763
|
|
|
643
|
|
|||
General and administrative
|
831
|
|
|
925
|
|
|
715
|
|
|||
Total expenses
|
1,644
|
|
|
1,688
|
|
|
1,358
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
425
|
|
|
351
|
|
|
180
|
|
|||
Interest expense
|
(665
|
)
|
|
(605
|
)
|
|
(516
|
)
|
|||
Other income (expense)
|
(2
|
)
|
|
7
|
|
|
7
|
|
|||
Total other income (expense), net
|
(242
|
)
|
|
(247
|
)
|
|
(329
|
)
|
|||
Income before income tax expense
|
29
|
|
|
54
|
|
|
286
|
|
|||
Less: Income tax expense
|
13
|
|
|
11
|
|
|
65
|
|
|||
Net income
|
16
|
|
|
43
|
|
|
221
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
(3
|
)
|
|
4
|
|
|
—
|
|
|||
Net income attributable to Nationstar
|
19
|
|
|
39
|
|
|
221
|
|
|||
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Change in value of designated cash flow hedge, net of tax of $0, $0 and ($1), respectively
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Total comprehensive income
|
$
|
19
|
|
|
$
|
39
|
|
|
$
|
219
|
|
|
|
|
|
|
|
||||||
Net income per common share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
2.47
|
|
Diluted
|
$
|
0.19
|
|
|
$
|
0.37
|
|
|
$
|
2.45
|
|
Weighted average shares of common stock outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
99,765
|
|
|
103,248
|
|
|
89,521
|
|
|||
Dilutive effect of stock awards
|
880
|
|
|
532
|
|
|
499
|
|
|||
Diluted
|
100,645
|
|
|
103,780
|
|
|
90,020
|
|
|
Number of Shares Outstanding (in thousands)
|
|
Amount (millions of dollars)
|
|||||||||||||||||||||||||||||||
|
Common Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Shares Amount
|
|
Accumulated Other Comprehensive Income
|
|
Total Nationstar Stockholders'
Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
|||||||||||||||||
Year Ended December 31, 2013
|
90,330
|
|
|
$
|
1
|
|
|
$
|
566
|
|
|
$
|
422
|
|
|
$
|
(7
|
)
|
|
$
|
2
|
|
|
$
|
984
|
|
|
$
|
5
|
|
|
$
|
989
|
|
Shares issued / (surrendered) under incentive compensation plan
|
724
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Change in value of cash flow hedge, net of tax of $1
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||||
Share-based compensation
|
—
|
|
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||||
Shares acquired by Nationstar related to incentive compensation awards
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||||
Net income
|
—
|
|
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
221
|
|
|||||||||
Year Ended December 31, 2014
|
91,054
|
|
|
1
|
|
|
587
|
|
|
643
|
|
|
(12
|
)
|
|
—
|
|
|
1,219
|
|
|
5
|
|
|
1,224
|
|
||||||||
Shares issued / (surrendered) under incentive compensation plan
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
Stock offering
|
17,500
|
|
|
—
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
—
|
|
|
498
|
|
||||||||
Repurchase of common stock
|
(504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
4
|
|
|
43
|
|
||||||||
Year Ended December 31, 2015
|
108,000
|
|
|
1
|
|
|
1,105
|
|
|
682
|
|
|
(30
|
)
|
|
—
|
|
|
1,758
|
|
|
9
|
|
|
1,767
|
|
||||||||
Shares issued / (surrendered) under incentive compensation plan
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||||
Excess tax deficiency from share-based compensation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Repurchase of common stock
|
(10,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
(3
|
)
|
|
16
|
|
||||||||
Year Ended December 31, 2016
|
97,497
|
|
|
$
|
1
|
|
|
$
|
1,122
|
|
|
$
|
701
|
|
|
$
|
(147
|
)
|
|
$
|
—
|
|
|
$
|
1,677
|
|
|
$
|
6
|
|
|
$
|
1,683
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income attributable to Nationstar
|
$
|
19
|
|
|
$
|
39
|
|
|
$
|
221
|
|
Reconciliation of net income to net cash attributable to operating activities:
|
|
|
|
|
|
||||||
Noncontrolling interest
|
(3
|
)
|
|
4
|
|
|
—
|
|
|||
Net gain on mortgage loans held for sale
|
(797
|
)
|
|
(684
|
)
|
|
(597
|
)
|
|||
Provision for servicing reserves
|
124
|
|
|
51
|
|
|
86
|
|
|||
Fair value changes and amortization of mortgage servicing rights
|
484
|
|
|
460
|
|
|
234
|
|
|||
Fair value changes in mortgage loans held for sale
|
15
|
|
|
1
|
|
|
(12
|
)
|
|||
Fair value changes in excess spread financing
|
25
|
|
|
26
|
|
|
57
|
|
|||
Fair value changes in mortgage servicing rights financing liability
|
(42
|
)
|
|
19
|
|
|
(33
|
)
|
|||
Amortization (accretion) of premiums (discounts)
|
64
|
|
|
(2
|
)
|
|
11
|
|
|||
Depreciation and amortization
|
63
|
|
|
53
|
|
|
40
|
|
|||
Shared based compensation
|
21
|
|
|
20
|
|
|
19
|
|
|||
Loss on impairment of assets
|
25
|
|
|
—
|
|
|
—
|
|
|||
Other (gain) loss
|
2
|
|
|
(7
|
)
|
|
4
|
|
|||
Repurchases of forward loan assets out of Ginnie Mae securitizations
|
(1,432
|
)
|
|
(1,865
|
)
|
|
(3,692
|
)
|
|||
Mortgage loans originated and purchased, net of fees
|
(20,406
|
)
|
|
(17,971
|
)
|
|
(17,138
|
)
|
|||
Sale proceeds and loan payment proceeds for mortgage loans held for sale and held for investment
|
22,031
|
|
|
20,044
|
|
|
22,136
|
|
|||
Excess tax benefit (deficiency) from share based compensation
|
4
|
|
|
—
|
|
|
(2
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Advances and other receivables, net
|
566
|
|
|
472
|
|
|
256
|
|
|||
Reverse mortgage interests, net
|
246
|
|
|
(285
|
)
|
|
(1,020
|
)
|
|||
Other assets
|
(59
|
)
|
|
103
|
|
|
530
|
|
|||
Payables and accrued liabilities
|
21
|
|
|
(57
|
)
|
|
(20
|
)
|
|||
Net cash attributable to operating activities
|
971
|
|
|
421
|
|
|
1,080
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Property and equipment additions, net of disposals
|
(62
|
)
|
|
(57
|
)
|
|
(56
|
)
|
|||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
(144
|
)
|
|
(715
|
)
|
|
(471
|
)
|
|||
Purchase of reverse mortgage interests, net
|
(3,600
|
)
|
|
(4,816
|
)
|
|
—
|
|
|||
Proceeds on sale of forward and reverse mortgage servicing rights
|
68
|
|
|
44
|
|
|
—
|
|
|||
Proceeds on sale of servicer advances
|
—
|
|
|
—
|
|
|
768
|
|
|||
Proceeds from sale of building
|
—
|
|
|
—
|
|
|
10
|
|
|||
Business acquisitions, net
|
—
|
|
|
(46
|
)
|
|
(18
|
)
|
|||
Net cash attributable to investing activities
|
(3,738
|
)
|
|
(5,590
|
)
|
|
233
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Increase (decrease) in warehouse facilities
|
529
|
|
|
321
|
|
|
(860
|
)
|
|||
Proceeds from HECM securitizations
|
724
|
|
|
560
|
|
|
269
|
|
|||
Repayment of HECM securitizations
|
(713
|
)
|
|
(161
|
)
|
|
(10
|
)
|
|||
Increase in participating interest financing in reverse mortgage interests
|
2,939
|
|
|
4,541
|
|
|
353
|
|
|||
Decrease in advance facilities
|
(550
|
)
|
|
(256
|
)
|
|
(1,221
|
)
|
|||
Repayment of excess spread financing
|
(198
|
)
|
|
(210
|
)
|
|
(184
|
)
|
|||
Issuance of excess spread financing
|
155
|
|
|
386
|
|
|
171
|
|
|||
Proceeds from mortgage servicing rights financing
|
—
|
|
|
—
|
|
|
53
|
|
|||
Repayment of nonrecourse debt - legacy assets
|
(18
|
)
|
|
(13
|
)
|
|
(15
|
)
|
|||
Repurchase of unsecured senior notes
|
(40
|
)
|
|
(103
|
)
|
|
(285
|
)
|
|||
Repurchase of common stock
|
(114
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Issuance of common stock, net of issuance costs
|
—
|
|
|
498
|
|
|
—
|
|
|||
Transfers (to) from restricted cash, net
|
(51
|
)
|
|
(46
|
)
|
|
291
|
|
|||
Excess tax (deficiency) benefit from share based compensation
|
(4
|
)
|
|
—
|
|
|
2
|
|
|||
Surrender of shares relating to stock vesting
|
(3
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|||
Debt financing costs
|
(13
|
)
|
|
(21
|
)
|
|
(15
|
)
|
|||
Net cash attributable to financing activities
|
2,643
|
|
|
5,483
|
|
|
(1,456
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(124
|
)
|
|
314
|
|
|
(143
|
)
|
|||
Cash and cash equivalents at beginning of year
|
613
|
|
|
299
|
|
|
442
|
|
|||
Cash and cash equivalents at end of year
|
$
|
489
|
|
|
$
|
613
|
|
|
$
|
299
|
|
Supplemental disclosures of cash activities
|
|
|
|
|
|
||||||
Cash paid for interest expense
|
$
|
694
|
|
|
$
|
431
|
|
|
$
|
515
|
|
Net cash paid for income taxes
|
17
|
|
|
30
|
|
|
2
|
|
|
As presented
|
|
Reclassification
|
|
As adjusted
|
|||||||||
|
December 31, 2015
|
|
ASU 2015-03
|
Other
|
|
December 31, 2015
|
||||||||
Advances and other receivables, net
|
$
|
2,223
|
|
|
$
|
—
|
|
$
|
189
|
|
|
$
|
2,412
|
|
Other assets
|
759
|
|
|
(38
|
)
|
(189
|
)
|
|
532
|
|
||||
Unsecured senior notes
|
2,049
|
|
|
(23
|
)
|
—
|
|
|
2,026
|
|
||||
Advance facilities
|
1,646
|
|
|
(6
|
)
|
—
|
|
|
1,640
|
|
||||
Warehouse facilities
|
1,894
|
|
|
(4
|
)
|
—
|
|
|
1,890
|
|
||||
Other nonrecourse debt
|
6,671
|
|
|
(5
|
)
|
—
|
|
|
6,666
|
|
MSRs and Related Liabilities
|
December 31, 2016
|
|
December 31, 2015
|
||||
Forward MSRs - fair value
|
$
|
3,160
|
|
|
$
|
3,358
|
|
Reverse MSRs - amortized cost
|
6
|
|
|
9
|
|
||
Mortgage servicing rights
|
$
|
3,166
|
|
|
$
|
3,367
|
|
|
|
|
|
||||
Mortgage servicing liabilities - amortized cost
|
$
|
48
|
|
|
$
|
25
|
|
|
|
|
|
||||
Excess spread financing - fair value
|
$
|
1,214
|
|
|
$
|
1,232
|
|
Mortgage servicing rights financing liability - fair value
|
27
|
|
|
69
|
|
||
MSR related liabilities (nonrecourse)
|
$
|
1,241
|
|
|
$
|
1,301
|
|
|
Year Ended December 31,
|
||||||
Forward MSRs - Fair Value
|
2016
|
|
2015
|
||||
Fair value at the beginning of the period
|
$
|
3,358
|
|
|
$
|
2,950
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
208
|
|
|
221
|
|
||
Purchases of servicing assets
|
157
|
|
|
711
|
|
||
Dispositions:
|
|
|
|
||||
Sales of servicing assets
|
(67
|
)
|
|
(46
|
)
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in model inputs
|
(79
|
)
|
|
(58
|
)
|
||
Other changes in fair value
|
(417
|
)
|
|
(420
|
)
|
||
Fair value at the end of the period
|
$
|
3,160
|
|
|
$
|
3,358
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
Credit sensitive
|
$
|
198,935
|
|
|
$
|
1,818
|
|
|
$
|
224,334
|
|
|
$
|
2,017
|
|
Interest sensitive
|
113,141
|
|
|
1,342
|
|
|
121,342
|
|
|
1,341
|
|
||||
Total
|
$
|
312,076
|
|
|
$
|
3,160
|
|
|
$
|
345,676
|
|
|
$
|
3,358
|
|
Credit Sensitive
|
December 31, 2016
|
|
December 31, 2015
|
||
Discount rate
|
11.6
|
%
|
|
11.6
|
%
|
Total prepayment speeds
|
15.4
|
%
|
|
16.5
|
%
|
Expected weighted-average life
|
6.0 years
|
|
|
5.9 years
|
|
|
|
|
|
||
Interest Sensitive
|
|
|
|
||
Discount rate
|
9.3
|
%
|
|
9.1
|
%
|
Total prepayment speeds
|
10.7
|
%
|
|
12.4
|
%
|
Expected weighted-average life
|
6.8 years
|
|
|
6.1 years
|
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
||||||||||||
|
100 bps
Adverse
Change
|
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
|
20%
Adverse
Change
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(114
|
)
|
|
$
|
(221
|
)
|
|
$
|
(117
|
)
|
|
$
|
(224
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgage servicing rights
|
$
|
(123
|
)
|
|
$
|
(238
|
)
|
|
$
|
(132
|
)
|
|
$
|
(253
|
)
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Reverse MSRs and Liabilities - Amortized Cost
|
|
|
|
|
|
|
|
||||||||
Balance at the beginning of the period
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
12
|
|
|
$
|
65
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Purchase of servicing rights/assumptions of obligations
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Amortization/accretion
|
(3
|
)
|
|
(14
|
)
|
|
(3
|
)
|
|
(40
|
)
|
||||
Balance at end of the period
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
9
|
|
|
$
|
25
|
|
Fair value at end of period
|
$
|
15
|
|
|
$
|
26
|
|
|
$
|
29
|
|
|
$
|
9
|
|
Excess Spread Financing
|
Prepayment Speeds
|
|
Average
Life (Years)
|
|
Discount
Rate
|
|
Recapture Rate
|
|||
December 31, 2016
|
|
|
|
|
|
|
|
|||
Low
|
6.1
|
%
|
|
4.1
|
|
8.5
|
%
|
|
6.7
|
%
|
High
|
21.2
|
%
|
|
8.5
|
|
14.1
|
%
|
|
29.8
|
%
|
Weighted-average
|
13.9
|
%
|
|
6.3
|
|
10.8
|
%
|
|
19.0
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
|||
Low
|
6.9
|
%
|
|
4.2
|
|
8.5
|
%
|
|
6.8
|
%
|
High
|
20.0
|
%
|
|
7.8
|
|
14.1
|
%
|
|
30.0
|
%
|
Weighted-average
|
15.4
|
%
|
|
5.9
|
|
11.2
|
%
|
|
17.7
|
%
|
|
Discount Rate
|
|
Prepayment
Speeds
|
||||||||||||
|
100 bps
Adverse
Change
|
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
|
20%
Adverse
Change
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
49
|
|
|
$
|
101
|
|
|
$
|
41
|
|
|
$
|
85
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Excess spread financing
|
$
|
42
|
|
|
$
|
87
|
|
|
$
|
37
|
|
|
$
|
76
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||
Advance financing rates
|
3.2
|
%
|
|
3.0
|
%
|
Annual advance recovery rates
|
23.9
|
%
|
|
20.9
|
%
|
|
Year Ended December 31,
|
||||||||||
Servicing Segment Revenue
|
2016
|
|
2015
|
|
2014
|
||||||
Contractually specified servicing fees including subservicing fees
|
$
|
1,045
|
|
|
$
|
1,117
|
|
|
$
|
1,064
|
|
Other service-related income
|
279
|
|
|
233
|
|
|
229
|
|
|||
Incentive and modification income
|
113
|
|
|
107
|
|
|
126
|
|
|||
Late fees
|
82
|
|
|
70
|
|
|
65
|
|
|||
Reverse servicing fees
|
57
|
|
|
88
|
|
|
68
|
|
|||
Mark-to-market
(1)
|
(211
|
)
|
|
(112
|
)
|
|
74
|
|
|||
Counter party revenue share
(2)
|
(298
|
)
|
|
(301
|
)
|
|
(320
|
)
|
|||
Amortization, net of accretion
(3)
|
(314
|
)
|
|
(320
|
)
|
|
(218
|
)
|
|||
Total servicing revenues
|
$
|
753
|
|
|
$
|
882
|
|
|
$
|
1,088
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Servicing advances
|
$
|
1,614
|
|
|
$
|
2,254
|
|
Receivables from agencies, investors and prior services
|
319
|
|
|
288
|
|
||
Reserves
|
(184
|
)
|
|
(130
|
)
|
||
Total advances and other receivables, net
|
$
|
1,749
|
|
|
$
|
2,412
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Participating interests in HMBS
|
$
|
8,839
|
|
|
$
|
5,864
|
|
Other interests securitized
|
753
|
|
|
715
|
|
||
Unsecuritized interests
|
1,572
|
|
|
988
|
|
||
Reserves
|
(131
|
)
|
|
(53
|
)
|
||
Total reverse mortgage interests, net
|
$
|
11,033
|
|
|
$
|
7,514
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Repurchased HECM loans
|
$
|
1,000
|
|
|
$
|
591
|
|
HECM related receivables
|
301
|
|
|
290
|
|
||
Funded borrower draws not yet securitized
|
236
|
|
|
83
|
|
||
Foreclosed assets
|
35
|
|
|
24
|
|
||
Total unsecuritized interests
|
$
|
1,572
|
|
|
$
|
988
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Mortgage loans held for sale - UPB
|
$
|
1,759
|
|
|
$
|
1,374
|
|
Mark-to-market adjustment
(1)
|
29
|
|
|
56
|
|
||
Total mortgage loans held for sale
|
$
|
1,788
|
|
|
$
|
1,430
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Mortgage Loans Held for Sale - UPB
|
UPB
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
||||||||
Non-accrual
|
$
|
106
|
|
|
$
|
103
|
|
|
$
|
31
|
|
|
$
|
29
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Mortgage loans held for sale – beginning balance
|
$
|
1,430
|
|
|
$
|
1,278
|
|
Mortgage loans originated and purchased, net of fees
|
20,349
|
|
|
17,971
|
|
||
Loans sold
|
(21,399
|
)
|
|
(19,659
|
)
|
||
Repurchase of loans out of Ginnie Mae securitizations
|
1,432
|
|
|
1,827
|
|
||
Transfer of mortgage loans held for sale to claims receivable in advances and other receivables
(1)
|
(18
|
)
|
|
(27
|
)
|
||
Net transfer of mortgage loans held for sale (to)/from REO in other assets
(2)
|
9
|
|
|
41
|
|
||
Changes in fair value
|
(15
|
)
|
|
(1
|
)
|
||
Mortgage loans held for sale – ending balance
|
$
|
1,788
|
|
|
$
|
1,430
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Mortgage loans held for investment, net – UPB
|
$
|
216
|
|
|
$
|
250
|
|
Transfer discount:
|
|
|
|
||||
Non-accretable
|
(49
|
)
|
|
(58
|
)
|
||
Accretable
|
(13
|
)
|
|
(15
|
)
|
||
Allowance for loan losses
|
(3
|
)
|
|
(3
|
)
|
||
Total mortgage loans held for investment, net
|
$
|
151
|
|
|
$
|
174
|
|
|
Year Ended December 31,
|
||||||
Accretable Yield
|
2016
|
|
2015
|
||||
Balance at the beginning of the period
|
$
|
(15
|
)
|
|
$
|
(16
|
)
|
Accretion
|
3
|
|
|
2
|
|
||
Reclassifications from nonaccretable discount
|
(1
|
)
|
|
(1
|
)
|
||
Balance at the end of the period
|
$
|
(13
|
)
|
|
$
|
(15
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Estimated
Useful Life
|
||||
Capitalized software costs
|
$
|
123
|
|
|
$
|
102
|
|
|
5 years
|
Furniture, fixtures, and equipment
|
52
|
|
|
40
|
|
|
3 - 5 years
|
||
Long-term capital leases - computer equipment
|
42
|
|
|
50
|
|
|
5 years
|
||
Software in development and other
|
21
|
|
|
31
|
|
|
Varies
|
||
Leasehold improvements
|
16
|
|
|
13
|
|
|
3 - 5 years
|
||
Property and equipment
|
254
|
|
|
236
|
|
|
|
||
Less: Accumulated depreciation and amortization
|
(118
|
)
|
|
(93
|
)
|
|
|
||
Total property and equipment, net
|
$
|
136
|
|
|
$
|
143
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Accrued revenues
|
$
|
165
|
|
|
$
|
180
|
|
Loans subject to repurchase right from Ginnie Mae
|
152
|
|
|
117
|
|
||
Goodwill
|
74
|
|
|
71
|
|
||
REO, net
|
30
|
|
|
18
|
|
||
Intangible assets
|
28
|
|
|
50
|
|
||
Deposits
|
25
|
|
|
30
|
|
||
Prepaid expenses
|
16
|
|
|
20
|
|
||
Receivables from affiliates, net
|
6
|
|
|
8
|
|
||
Other
|
64
|
|
|
38
|
|
||
Total other assets
|
$
|
560
|
|
|
$
|
532
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
71
|
|
|
$
|
55
|
|
Goodwill acquired during the period
|
—
|
|
|
23
|
|
||
Goodwill reclassification during the period
|
3
|
|
|
(7
|
)
|
||
Balance at end of period
|
$
|
74
|
|
|
$
|
71
|
|
|
December 31, 2016
|
||||||||||||||||
|
Gross Carrying Amount
|
|
Impairment
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life in Years
|
||||||||
Trade name
|
$
|
27
|
|
|
$
|
(13
|
)
|
|
$
|
(8
|
)
|
|
$
|
6
|
|
|
7.5
|
Customer relationships
|
20
|
|
|
(1
|
)
|
|
(6
|
)
|
|
13
|
|
|
5.7
|
||||
Purchased intangible software
|
12
|
|
|
—
|
|
|
(4
|
)
|
|
8
|
|
|
4.9
|
||||
Licenses
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Indefinite
|
||||
Total intangible assets
|
$
|
60
|
|
|
$
|
(14
|
)
|
|
$
|
(18
|
)
|
|
$
|
28
|
|
|
5.7
|
|
December 31, 2015
|
||||||||||||||||
|
Gross Carrying Amount
|
|
Impairment
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Life in Years
|
||||||||
Trade name
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
21
|
|
|
7.7
|
Customer relationships
|
20
|
|
|
—
|
|
|
(3
|
)
|
|
17
|
|
|
6.6
|
||||
Purchased intangible software
|
12
|
|
|
—
|
|
|
(1
|
)
|
|
11
|
|
|
5.9
|
||||
Licenses
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Indefinite
|
||||
Total intangible assets
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
50
|
|
|
6.9
|
Year Ended December 31,
|
Amount
|
||
2017
|
$
|
5
|
|
2018
|
5
|
|
|
2019
|
5
|
|
|
2020
|
5
|
|
|
2021
|
4
|
|
|
Thereafter
|
3
|
|
|
Total future amortization expense
|
$
|
27
|
|
|
Expiration
Dates
|
|
Outstanding
Notional
|
|
Fair
Value
|
|
Recorded
Gains /
(Losses)
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
|
|
|
|
|
|
|
||||||
Loan sale commitments
|
2017
|
|
$
|
1
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2017
|
|
3,675
|
|
|
92.2
|
|
|
3.1
|
|
|||
Forward sales of MBS
|
2017
|
|
2,580
|
|
|
39.2
|
|
|
33.1
|
|
|||
LPCs
|
2017
|
|
203
|
|
|
1.9
|
|
|
(2.0
|
)
|
|||
Eurodollar futures
(1)
|
2017-2021
|
|
35
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Interest rate swaps
|
2017
|
|
9
|
|
|
0.1
|
|
|
(0.4
|
)
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2017
|
|
176
|
|
|
1.1
|
|
|
(1.1
|
)
|
|||
Forward sales of MBS
|
2017
|
|
1,689
|
|
|
10.0
|
|
|
(6.3
|
)
|
|||
LPCs
(1)
|
2017
|
|
111
|
|
|
1.5
|
|
|
—
|
|
|||
Eurodollar futures
(1)
|
2017-2021
|
|
27
|
|
|
—
|
|
|
0.1
|
|
|||
Interest rate swaps
|
2017
|
|
9
|
|
|
0.1
|
|
|
0.4
|
|
|||
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
|
|
|
|
|
|
|
||||||
Loan sale commitments
|
2016
|
|
$
|
176
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
|
2016
|
|
2,768
|
|
|
89.1
|
|
|
1.2
|
|
|||
Forward MBS trades
|
2016
|
|
1,666
|
|
|
6.1
|
|
|
5.8
|
|
|||
LPCs
|
2016
|
|
388
|
|
|
3.9
|
|
|
1.9
|
|
|||
Eurodollar futures
|
2016-2021
|
|
176
|
|
|
0.1
|
|
|
0.1
|
|
|||
Interest rate swaps and caps
|
2016-2017
|
|
846
|
|
|
0.5
|
|
|
(0.4
|
)
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||
IRLCs
(1)
|
2016
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Forward MBS trades
|
2016
|
|
1,807
|
|
|
3.7
|
|
|
14.6
|
|
|||
LPCs
|
2016
|
|
314
|
|
|
1.5
|
|
|
(1.4
|
)
|
|||
Eurodollar futures
|
2016-2021
|
|
95
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Interest rate swaps and caps
|
2016-2017
|
|
13
|
|
|
0.5
|
|
|
(0.4
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|||
$600 face value, 6.500% interest rate payable semi-annually, due July 2021
|
$
|
595
|
|
|
$
|
597
|
|
$475 face value, 6.500% interest rate payable semi-annually, due August 2018
|
461
|
|
|
475
|
|
||
$400 face value, 7.875% interest rate payable semi-annually, due October 2020
|
400
|
|
|
400
|
|
||
$375 face value, 9.625% interest rate payable semi-annually, due May 2019
|
345
|
|
|
363
|
|
||
$300 face value, 6.500% interest rate payable semi-annually, due June 2022
|
206
|
|
|
214
|
|
||
Unsecured senior notes principal amount
|
2,007
|
|
|
2,049
|
|
||
Debt issuance costs
|
(17
|
)
|
|
(23
|
)
|
||
Unsecured senior notes, net of unamortized debt issuance costs
|
$
|
1,990
|
|
|
$
|
2,026
|
|
Year Ended December 31,
|
Amount
|
||
2017
|
$
|
—
|
|
2018
|
461
|
|
|
2019
|
345
|
|
|
2020
|
400
|
|
|
2021
|
595
|
|
|
Thereafter
|
206
|
|
|
Unsecured senior notes principal amount
|
2,007
|
|
|
Unsecured debt issuance costs
|
(17
|
)
|
|
Unsecured senior notes, net of unamortized debt issuance costs
|
$
|
1,990
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||
|
|
Issue Date
|
|
Maturity Date
|
|
Class of Note
|
|
Securitized Amount
|
|
Outstanding
|
|
Outstanding
|
|||||
Participating interest financing
(1)
|
|
|
|
|
|
|
|
|
|
$
|
8,914
|
|
|
$
|
5,947
|
|
|
Securitization of nonperforming HECM loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trust 2014-1
(2)
|
|
December 2014
|
|
—
|
|
A, M
|
|
—
|
|
|
—
|
|
|
227
|
|
||
Trust 2015-1
(3)
|
|
June 2015
|
|
May 2018
|
|
A, M
|
|
—
|
|
|
—
|
|
|
222
|
|
||
Trust 2015-2
|
|
November 2015
|
|
November 2025
|
|
A, M1, M2
|
|
140
|
|
|
114
|
|
|
209
|
|
||
Trust 2016-1
|
|
March 2016
|
|
February 2026
|
|
A, M1, M2
|
|
230
|
|
|
194
|
|
|
—
|
|
||
Trust 2016-2
|
|
June 2016
|
|
June 2026
|
|
A, M1, M2
|
|
179
|
|
|
158
|
|
|
—
|
|
||
Trust 2016-3
|
|
August 2016
|
|
August 2026
|
|
A, M1, M2
|
|
229
|
|
|
208
|
|
|
—
|
|
||
Nonrecourse debt - legacy assets
|
|
November 2009
|
|
October 2039
|
|
A
|
|
211
|
|
|
50
|
|
|
65
|
|
||
Other nonrecourse debt principal amount
|
|
|
|
|
|
|
|
|
|
9,638
|
|
|
6,670
|
|
|||
Unamortized debt issuance costs
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
(4
|
)
|
|||
Other nonrecourse debt, net of unamortized debt issuance cost
|
|
|
|
|
|
|
|
|
|
$
|
9,631
|
|
|
$
|
6,666
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Payables to servicing and subservicing investors
|
$
|
655
|
|
|
$
|
484
|
|
Loans subject to repurchase from Ginnie Mae
|
152
|
|
|
117
|
|
||
Accrued bonus and payroll
|
95
|
|
|
96
|
|
||
Taxes
|
84
|
|
|
81
|
|
||
Payable to insurance carriers and insurance cancellation reserves
|
73
|
|
|
70
|
|
||
Accrued interest
|
65
|
|
|
61
|
|
||
Payable to GSEs and securitized trusts
|
58
|
|
|
113
|
|
||
Accrued liabilities and accounts payable
|
49
|
|
|
73
|
|
||
Professional and legal
|
47
|
|
|
43
|
|
||
Margin call deposits
|
29
|
|
|
4
|
|
||
Lease obligations
|
24
|
|
|
13
|
|
||
MSR purchases payable including advances
|
21
|
|
|
22
|
|
||
Repurchase reserves
|
18
|
|
|
26
|
|
||
Other
|
100
|
|
|
93
|
|
||
Total payables and accrued liabilities
|
$
|
1,470
|
|
|
$
|
1,296
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Repurchase reserves, beginning of period
|
$
|
26
|
|
|
$
|
29
|
|
Provision (release)
|
(6
|
)
|
|
—
|
|
||
Charge-offs
|
(2
|
)
|
|
(3
|
)
|
||
Repurchase reserves, end of period
|
$
|
18
|
|
|
$
|
26
|
|
|
December 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
|
$
|
190
|
|
|
$
|
37
|
|
|
$
|
94
|
|
|
$
|
36
|
|
Reverse mortgage interests, net
|
—
|
|
|
9,557
|
|
|
—
|
|
|
6,547
|
|
||||
Advances and other receivables, net
|
1,065
|
|
|
—
|
|
|
1,581
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
150
|
|
|
—
|
|
|
173
|
|
|
—
|
|
||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other assets
|
4
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total assets
|
$
|
1,409
|
|
|
$
|
9,594
|
|
|
$
|
1,853
|
|
|
$
|
6,583
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Advance facilities
(1)
|
$
|
909
|
|
|
$
|
—
|
|
|
$
|
1,408
|
|
|
$
|
—
|
|
Payables and accrued liabilities
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Participating interest financing
(2)
|
—
|
|
|
8,840
|
|
|
—
|
|
|
5,864
|
|
||||
HECM Securitizations (HMBS)
|
|
|
|
|
|
|
|
||||||||
Trust 2014-1
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Trust 2015-1
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
||||
Trust 2015-2
|
—
|
|
|
114
|
|
|
—
|
|
|
209
|
|
||||
Trust 2016-1
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
||||
Trust 2016-2
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
||||
Trust 2016-3
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
||||
Nonrecourse debt–legacy assets
|
50
|
|
|
—
|
|
|
65
|
|
|
—
|
|
||||
Total liabilities
|
$
|
960
|
|
|
$
|
9,514
|
|
|
$
|
1,475
|
|
|
$
|
6,523
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Total collateral balances
|
$
|
2,704
|
|
|
$
|
3,114
|
|
Total certificate balances
|
$
|
2,455
|
|
|
$
|
2,811
|
|
Principal Amount of Loans 60 Days or More Past Due
|
December 31, 2016
|
|
December 31, 2015
|
||||
Unconsolidated securitization trusts
|
$
|
548
|
|
|
$
|
728
|
|
|
Year Ended December 31,
|
||||||||||
Credit Losses
|
2016
|
|
2015
|
|
2014
|
||||||
Unconsolidated securitization trusts
|
$
|
150
|
|
|
$
|
216
|
|
|
$
|
276
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Servicing Fees
Received |
|
Loan
Repurchases |
|
Servicing Fees
Received |
|
Loan
Repurchases |
|
Servicing Fees
Received |
|
Loan
Repurchases |
||||||||||||
Unconsolidated securitization trusts
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Current Income Taxes
|
|
|
|
|
|
||||||
Federal
|
$
|
14
|
|
|
$
|
59
|
|
|
$
|
46
|
|
State
|
4
|
|
|
4
|
|
|
8
|
|
|||
Total current income taxes
|
18
|
|
|
63
|
|
|
54
|
|
|||
|
|
|
|
|
|
||||||
Deferred Income Taxes
|
|
|
|
|
|
||||||
Federal
|
(4
|
)
|
|
(50
|
)
|
|
6
|
|
|||
State
|
(1
|
)
|
|
(2
|
)
|
|
5
|
|
|||
Total deferred income taxes
|
(5
|
)
|
|
(52
|
)
|
|
11
|
|
|||
Total provision for income taxes
|
$
|
13
|
|
|
$
|
11
|
|
|
$
|
65
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Tax Expense at Federal Statutory Rate
|
$
|
10
|
|
|
35.0
|
%
|
|
$
|
19
|
|
|
35.0
|
%
|
|
$
|
100
|
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal benefit
|
1
|
|
|
5.0
|
%
|
|
—
|
|
|
(0.4
|
)%
|
|
9
|
|
|
2.9
|
%
|
|||
Noncontrolling interest
|
1
|
|
|
3.4
|
%
|
|
(2
|
)
|
|
(2.7
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Increase/(decrease) of valuation allowance
|
—
|
|
|
—
|
%
|
|
(3
|
)
|
|
(6.1
|
)%
|
|
(40
|
)
|
|
(14.1
|
)%
|
|||
Deferred adjustments
|
1
|
|
|
2.3
|
%
|
|
(5
|
)
|
|
(10.1
|
)%
|
|
(2
|
)
|
|
(0.5
|
)%
|
|||
Current payable adjustments
|
1
|
|
|
1.9
|
%
|
|
2
|
|
|
4.0
|
%
|
|
(2
|
)
|
|
(0.8
|
)%
|
|||
Other, net
|
(1
|
)
|
|
(2.4
|
)%
|
|
—
|
|
|
0.6
|
%
|
|
—
|
|
|
0.2
|
%
|
|||
Total income tax expense
|
$
|
13
|
|
|
45.2
|
%
|
|
$
|
11
|
|
|
20.3
|
%
|
|
$
|
65
|
|
|
22.7
|
%
|
|
Year Ended December 31,
|
||||||
2016
|
|
2015
|
|||||
Deferred Tax Assets
|
|
|
|
||||
Effect of:
|
|
|
|
||||
Loss carryforwards (federal, state and capital)
|
$
|
60
|
|
|
$
|
64
|
|
Loss reserves
|
104
|
|
|
57
|
|
||
Reverse mortgage premiums
|
25
|
|
|
26
|
|
||
Rent expense
|
5
|
|
|
6
|
|
||
Restricted share based compensation
|
9
|
|
|
9
|
|
||
Accruals
|
20
|
|
|
14
|
|
||
Other, net
|
24
|
|
|
9
|
|
||
Total deferred tax assets
|
247
|
|
|
185
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
||||
MSR amortization and mark-to-market, net
|
(267
|
)
|
|
(198
|
)
|
||
Depreciation and amortization, net
|
(34
|
)
|
|
(38
|
)
|
||
Prepaid assets
|
(1
|
)
|
|
(3
|
)
|
||
Goodwill and intangible assets
|
(3
|
)
|
|
(5
|
)
|
||
Total deferred tax liabilities
|
(305
|
)
|
|
(244
|
)
|
||
Valuation allowance
|
(4
|
)
|
|
(4
|
)
|
||
Net deferred tax liability
|
$
|
(62
|
)
|
|
$
|
(63
|
)
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,788.0
|
|
|
$
|
—
|
|
|
$
|
1,788.0
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
3,160.0
|
|
|
—
|
|
|
—
|
|
|
3,160.0
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
92.2
|
|
|
—
|
|
|
92.2
|
|
|
—
|
|
||||
Forward MBS trades
|
39.2
|
|
|
—
|
|
|
39.2
|
|
|
—
|
|
||||
LPCs
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total assets
|
$
|
5,081.4
|
|
|
$
|
—
|
|
|
$
|
1,921.4
|
|
|
$
|
3,160.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Forward MBS trades
|
10.0
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
||||
LPCs
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
27.0
|
|
|
—
|
|
|
—
|
|
|
27.0
|
|
||||
Excess spread financing
|
1,214.0
|
|
|
—
|
|
|
—
|
|
|
1,214.0
|
|
||||
Total liabilities
|
$
|
1,253.7
|
|
|
$
|
—
|
|
|
$
|
12.7
|
|
|
$
|
1,241.0
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,429.7
|
|
|
$
|
—
|
|
|
$
|
1,429.7
|
|
|
$
|
—
|
|
Mortgage servicing rights
(1)
|
3,358.3
|
|
|
—
|
|
|
—
|
|
|
3,358.3
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
89.1
|
|
|
—
|
|
|
89.1
|
|
|
—
|
|
||||
Forward MBS trades
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
||||
LPCs
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
||||
Eurodollar futures
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Total assets
|
$
|
4,887.7
|
|
|
$
|
—
|
|
|
$
|
1,529.4
|
|
|
$
|
3,358.3
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward MBS trades
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||||
LPCs
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||
Eurodollar futures
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
68.7
|
|
|
—
|
|
|
—
|
|
|
68.7
|
|
||||
Excess spread financing
|
1,232.1
|
|
|
—
|
|
|
—
|
|
|
1,232.1
|
|
||||
Total liabilities
|
$
|
1,306.6
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
|
$
|
1,300.8
|
|
|
Assets
|
|
Liabilities
|
||||||||
Year Ended December 31, 2016
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage servicing rights financing
|
||||||
Beginning balance
|
$
|
3,358
|
|
|
$
|
1,232
|
|
|
$
|
69
|
|
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
(496
|
)
|
|
25
|
|
|
(42
|
)
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
157
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
208
|
|
|
155
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(198
|
)
|
|
—
|
|
|||
Dispositions
|
(67
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
3,160
|
|
|
$
|
1,214
|
|
|
$
|
27
|
|
|
Assets
|
|
Liabilities
|
||||||||
Year Ended December 31, 2015
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
|
Mortgage servicing rights financing
|
||||||
Beginning balance
|
$
|
2,950
|
|
|
$
|
1,031
|
|
|
$
|
49
|
|
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
(478
|
)
|
|
26
|
|
|
20
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
711
|
|
|
—
|
|
|
—
|
|
|||
Issuances
|
221
|
|
|
385
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(210
|
)
|
|
—
|
|
|||
Dispositions
|
(46
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
3,358
|
|
|
$
|
1,232
|
|
|
$
|
69
|
|
|
December 31, 2016
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
489
|
|
|
$
|
489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
388
|
|
|
388
|
|
|
—
|
|
|
—
|
|
||||
Advances and other receivables, net
|
1,749
|
|
|
—
|
|
|
—
|
|
|
1,749
|
|
||||
Reverse mortgage interests, net
|
11,033
|
|
|
—
|
|
|
—
|
|
|
11,232
|
|
||||
Mortgage loans held for sale
|
1,788
|
|
|
—
|
|
|
1,788
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
151
|
|
|
—
|
|
|
—
|
|
|
153
|
|
||||
Derivative financial instruments
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Unsecured senior notes
|
2,007
|
|
|
2,047
|
|
|
—
|
|
|
—
|
|
||||
Advance facilities
|
1,096
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
||||
Warehouse facilities
|
2,423
|
|
|
—
|
|
|
2,423
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||
Excess spread financing
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,214
|
|
||||
Derivative financial instruments
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Participating interest financing
|
8,914
|
|
|
—
|
|
|
9,151
|
|
|
—
|
|
||||
HECM Securitization (HMBS)
|
|
|
|
|
|
|
|
||||||||
Trust 2015-2
|
114
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Trust 2016-1
|
194
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||
Trust 2016-2
|
158
|
|
|
—
|
|
|
—
|
|
|
156
|
|
||||
Trust 2016-3
|
208
|
|
|
—
|
|
|
—
|
|
|
205
|
|
||||
Nonrecourse debt - legacy assets
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
613
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
332
|
|
|
332
|
|
|
—
|
|
|
—
|
|
||||
Advances and other receivables, net
|
2,412
|
|
|
—
|
|
|
—
|
|
|
2,412
|
|
||||
Reverse mortgage interests, net
|
7,514
|
|
|
—
|
|
|
—
|
|
|
7,705
|
|
||||
Mortgage loans held for sale
|
1,430
|
|
|
—
|
|
|
1,430
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
||||
Derivative financial instruments
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Unsecured senior notes
|
2,049
|
|
|
1,912
|
|
|
—
|
|
|
—
|
|
||||
Advance facilities
|
1,646
|
|
|
—
|
|
|
1,646
|
|
|
—
|
|
||||
Warehouse facilities
|
1,893
|
|
|
—
|
|
|
1,893
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||
Excess spread financing
|
1,232
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
||||
Derivative financial instruments
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Participating interest financing
|
5,947
|
|
|
—
|
|
|
6,091
|
|
|
—
|
|
||||
HECM Securitization (HMBS)
|
|
|
|
|
|
|
|
||||||||
Trust 2014-1
|
227
|
|
|
—
|
|
|
—
|
|
|
298
|
|
||||
Trust 2015-1
|
222
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||
Trust 2015-2
|
209
|
|
|
—
|
|
|
—
|
|
|
250
|
|
||||
Nonrecourse debt - legacy assets
|
65
|
|
|
—
|
|
|
—
|
|
|
74
|
|
Equity based awards
|
Units
(in thousands)
|
|
Weighted-Average Grant Date Fair Value, per unit
|
|||
Restricted stock outstanding at December 31, 2015
|
1,837
|
|
|
$
|
25.77
|
|
Granted
|
1,631
|
|
|
11.89
|
|
|
Forfeited
|
(292
|
)
|
|
17.96
|
|
|
Vested
|
(904
|
)
|
|
23.77
|
|
|
Restricted stock outstanding at December 31, 2016
|
2,272
|
|
|
17.74
|
|
Year Ended December 31,
|
Operating Leases
|
Capital Leases
|
||||
2017
|
$
|
29
|
|
$
|
6
|
|
2018
|
30
|
|
4
|
|
||
2019
|
24
|
|
2
|
|
||
2020
|
19
|
|
—
|
|
||
2021 and thereafter
|
30
|
|
—
|
|
||
Total minimum lease payments
|
132
|
|
12
|
|
||
Less: Amounts representing interest
|
—
|
|
(1
|
)
|
||
Present value of minimum lease payments
|
$
|
132
|
|
$
|
11
|
|
|
Liability
Balance at January 1
|
|
Restructuring
Adjustments
|
|
Restructuring
Settlements
|
|
Liability
Balance at December 31
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee severance and other
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
$
|
5
|
|
Lease terminations
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Total
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
(10
|
)
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee severance and other
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(4
|
)
|
|
$
|
9
|
|
Lease terminations
|
4
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
||||
Total
|
$
|
4
|
|
|
$
|
13
|
|
|
$
|
(7
|
)
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee severance and other
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Lease terminations
|
8
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
||||
Total
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Xome
|
|
Eliminations
|
|
Total Operating
Segments |
|
Corporate and Other
|
|
Consolidated
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related, net
|
$
|
753
|
|
|
$
|
59
|
|
|
$
|
423
|
|
|
$
|
(118
|
)
|
|
$
|
1,117
|
|
|
$
|
1
|
|
|
$
|
1,118
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
679
|
|
|
—
|
|
|
118
|
|
|
797
|
|
|
—
|
|
|
797
|
|
|||||||
Total revenues
|
753
|
|
|
738
|
|
|
423
|
|
|
—
|
|
|
1,914
|
|
|
1
|
|
|
1,915
|
|
|||||||
Total expenses
|
645
|
|
|
533
|
|
|
354
|
|
|
—
|
|
|
1,532
|
|
|
112
|
|
|
1,644
|
|
|||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
347
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
15
|
|
|
425
|
|
|||||||
Interest expense
|
(442
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(165
|
)
|
|
(665
|
)
|
|||||||
Other expense
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||||
Total other income (expenses), net
|
(95
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
(151
|
)
|
|
(242
|
)
|
|||||||
Income (loss) before income tax expense (benefit)
|
$
|
13
|
|
|
$
|
209
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
(262
|
)
|
|
$
|
29
|
|
Depreciation and amortization
|
$
|
23
|
|
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
8
|
|
|
$
|
63
|
|
Total assets
|
$
|
16,189
|
|
|
$
|
4,563
|
|
|
$
|
349
|
|
|
$
|
(2,448
|
)
|
|
$
|
18,653
|
|
|
$
|
940
|
|
|
$
|
19,593
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Xome
|
|
Eliminations
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related, net
|
$
|
882
|
|
|
$
|
51
|
|
|
$
|
437
|
|
|
$
|
(67
|
)
|
|
$
|
1,303
|
|
|
$
|
2
|
|
|
$
|
1,305
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
615
|
|
|
—
|
|
|
67
|
|
|
682
|
|
|
2
|
|
|
684
|
|
|||||||
Total revenues
|
882
|
|
|
666
|
|
|
437
|
|
|
—
|
|
|
1,985
|
|
|
4
|
|
|
1,989
|
|
|||||||
Total expenses
|
788
|
|
|
469
|
|
|
358
|
|
|
—
|
|
|
1,615
|
|
|
73
|
|
|
1,688
|
|
|||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
268
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|
16
|
|
|
351
|
|
|||||||
Interest expense
|
(377
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|
(170
|
)
|
|
(605
|
)
|
|||||||
Other income (expense)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
8
|
|
|
7
|
|
|||||||
Total other income (expenses), net
|
(110
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(146
|
)
|
|
(247
|
)
|
|||||||
Income (loss) before income tax expense (benefit)
|
$
|
(16
|
)
|
|
$
|
206
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
269
|
|
|
$
|
(215
|
)
|
|
$
|
54
|
|
Depreciation and amortization
|
$
|
21
|
|
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
6
|
|
|
$
|
53
|
|
Total assets
|
$
|
14,244
|
|
|
$
|
1,398
|
|
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
15,946
|
|
|
$
|
671
|
|
|
$
|
16,617
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||
|
Servicing
|
|
Originations
|
|
Xome
|
|
Eliminations
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service related, net
|
$
|
1,088
|
|
|
$
|
44
|
|
|
$
|
305
|
|
|
$
|
(65
|
)
|
|
$
|
1,372
|
|
|
$
|
4
|
|
|
$
|
1,376
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
535
|
|
|
—
|
|
|
65
|
|
|
600
|
|
|
(3
|
)
|
|
597
|
|
|||||||
Total revenues
|
1,088
|
|
|
579
|
|
|
305
|
|
|
—
|
|
|
1,972
|
|
|
1
|
|
|
1,973
|
|
|||||||
Total expenses
|
705
|
|
|
390
|
|
|
182
|
|
|
—
|
|
|
1,277
|
|
|
81
|
|
|
1,358
|
|
|||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
92
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
16
|
|
|
180
|
|
|||||||
Interest expense
|
(246
|
)
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
(200
|
)
|
|
(516
|
)
|
|||||||
Other income
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
7
|
|
|||||||
Total other income (expenses), net
|
(153
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
(178
|
)
|
|
(329
|
)
|
|||||||
Income (loss) before income tax expense (benefit)
|
$
|
230
|
|
|
$
|
191
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
544
|
|
|
$
|
(258
|
)
|
|
$
|
286
|
|
Depreciation and amortization
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
12
|
|
|
$
|
40
|
|
Total assets
|
$
|
8,786
|
|
|
$
|
1,398
|
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
10,380
|
|
|
$
|
689
|
|
|
$
|
11,069
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2016
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor (Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
2
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
489
|
|
Restricted cash
|
—
|
|
|
159
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
388
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
3,142
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
3,166
|
|
||||||
Advances and other receivables, net
|
—
|
|
|
1,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,749
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
10,316
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
11,033
|
|
||||||
Mortgage loans held for sale at fair value
|
—
|
|
|
1,787
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,788
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
1
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
151
|
|
||||||
Property and equipment, net
|
—
|
|
|
113
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
136
|
|
||||||
Derivative financial instruments at fair value
|
—
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||||
Other assets
|
—
|
|
|
444
|
|
|
323
|
|
|
838
|
|
|
(1,045
|
)
|
|
560
|
|
||||||
Investment in subsidiaries
|
1,801
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
(2,435
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,801
|
|
|
$
|
18,931
|
|
|
$
|
325
|
|
|
$
|
2,016
|
|
|
$
|
(3,480
|
)
|
|
$
|
19,593
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes, net
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,990
|
|
Advance facilities, net
|
—
|
|
|
187
|
|
|
—
|
|
|
909
|
|
|
—
|
|
|
1,096
|
|
||||||
Warehouse facilities, net
|
—
|
|
|
2,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
1,420
|
|
|
2
|
|
|
48
|
|
|
—
|
|
|
1,470
|
|
||||||
MSR related liabilities - nonrecourse at fair value
|
—
|
|
|
1,219
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
1,241
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||
Derivative financial instruments at fair value
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other nonrecourse debt, net
|
—
|
|
|
8,907
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
9,631
|
|
||||||
Payables to affiliates
|
118
|
|
|
925
|
|
|
—
|
|
|
2
|
|
|
(1,045
|
)
|
|
—
|
|
||||||
Total liabilities
|
118
|
|
|
17,130
|
|
|
2
|
|
|
1,705
|
|
|
(1,045
|
)
|
|
17,910
|
|
||||||
Total stockholders' equity
|
1,683
|
|
|
1,801
|
|
|
323
|
|
|
311
|
|
|
(2,435
|
)
|
|
1,683
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,801
|
|
|
$
|
18,931
|
|
|
$
|
325
|
|
|
$
|
2,016
|
|
|
$
|
(3,480
|
)
|
|
$
|
19,593
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2016
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related, net
|
$
|
—
|
|
|
$
|
654
|
|
|
$
|
33
|
|
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
1,118
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
768
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
797
|
|
||||||
Total revenues
|
—
|
|
|
1,422
|
|
|
33
|
|
|
460
|
|
|
—
|
|
|
1,915
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages benefits
|
—
|
|
|
601
|
|
|
5
|
|
|
207
|
|
|
—
|
|
|
813
|
|
||||||
General and administrative
|
—
|
|
|
617
|
|
|
8
|
|
|
206
|
|
|
—
|
|
|
831
|
|
||||||
Total expenses
|
—
|
|
|
1,218
|
|
|
13
|
|
|
413
|
|
|
—
|
|
|
1,644
|
|
||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
375
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
425
|
|
||||||
Interest expense
|
—
|
|
|
(592
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(665
|
)
|
||||||
Other expense
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Gain (loss) from subsidiaries
|
19
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
||||||
Total other income (expenses), net
|
19
|
|
|
(175
|
)
|
|
—
|
|
|
(23
|
)
|
|
(63
|
)
|
|
(242
|
)
|
||||||
Income (loss) before income tax expense (benefit)
|
19
|
|
|
29
|
|
|
20
|
|
|
24
|
|
|
(63
|
)
|
|
29
|
|
||||||
Less: income tax expense
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Net income (loss)
|
19
|
|
|
16
|
|
|
20
|
|
|
24
|
|
|
(63
|
)
|
|
16
|
|
||||||
Less: net loss attributable to noncontrolling interests
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Net income (loss) attributable to Nationstar
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
24
|
|
|
$
|
(63
|
)
|
|
$
|
19
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2016
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributable to Nationstar
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
24
|
|
|
$
|
(63
|
)
|
|
$
|
19
|
|
Reconciliation of net income (loss) to net cash attributable to operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
(Gain)/loss from subsidiaries
|
(19
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||||
Net gain on mortgage loans held for sale
|
—
|
|
|
(768
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(797
|
)
|
||||||
Provision for servicing reserves
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Fair value changes and amortization of mortgage servicing rights
|
—
|
|
|
484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
484
|
|
||||||
Fair value changes in mortgage loans held for sale
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
3
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
25
|
|
||||||
Fair value changes in mortgage servicing rights financing liability
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||||
Amortization (accretion) of premiums (discounts)
|
—
|
|
|
(9,907
|
)
|
|
—
|
|
|
9,971
|
|
|
—
|
|
|
64
|
|
||||||
Depreciation and amortization
|
—
|
|
|
43
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
63
|
|
||||||
Shared based compensation
|
—
|
|
|
15
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
21
|
|
||||||
Loss on impairment of assets
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Other (gain) loss
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Repurchases of forward loans assets out of Ginnie Mae securitizations
|
—
|
|
|
(1,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,432
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(19,612
|
)
|
|
—
|
|
|
(794
|
)
|
|
—
|
|
|
(20,406
|
)
|
||||||
Sale proceeds and loan payment proceeds for mortgage loans held for sale and held for investment
|
—
|
|
|
31,024
|
|
|
—
|
|
|
(8,993
|
)
|
|
—
|
|
|
22,031
|
|
||||||
Excess tax benefit (deficiency) from share based compensation
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advances and other receivables, net
|
—
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
281
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
246
|
|
||||||
Other assets
|
117
|
|
|
(741
|
)
|
|
(21
|
)
|
|
586
|
|
|
—
|
|
|
(59
|
)
|
||||||
Payables and accrued liabilities
|
—
|
|
|
41
|
|
|
1
|
|
|
(21
|
)
|
|
—
|
|
|
21
|
|
||||||
Net cash attributable to operating activities
|
117
|
|
|
97
|
|
|
—
|
|
|
757
|
|
|
—
|
|
|
971
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(55
|
)
|
|
1
|
|
|
(8
|
)
|
|
—
|
|
|
(62
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(144
|
)
|
||||||
Purchase of reverse mortgage interests
|
—
|
|
|
(3,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,600
|
)
|
||||||
Proceeds on sale of forward and reverse mortgage servicing rights
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
(3,707
|
)
|
|
1
|
|
|
(32
|
)
|
|
—
|
|
|
(3,738
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in warehouse facilities
|
—
|
|
|
637
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
529
|
|
||||||
Proceeds from HECM securitizations
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
728
|
|
|
—
|
|
|
724
|
|
||||||
Repayment of HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
(713
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
—
|
|
|
2,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,939
|
|
||||||
Decrease in advance facilities
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(499
|
)
|
|
—
|
|
|
(550
|
)
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
||||||
Issuance of excess spread financing
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
||||||
Repayment of nonrecourse debt - legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Repurchase of unsecured senior notes
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||||
Repurchase of common stock
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
||||||
Transfers (to) from restricted cash, net
|
—
|
|
|
45
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(51
|
)
|
||||||
Excess tax (deficiency) benefit from share based compensation
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Surrender of shares relating to stock vesting
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Debt financing costs
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Net cash attributable to financing activities
|
(117
|
)
|
|
3,466
|
|
|
—
|
|
|
(706
|
)
|
|
—
|
|
|
2,643
|
|
||||||
Net increase (decrease) in cash
|
—
|
|
|
(144
|
)
|
|
1
|
|
|
19
|
|
|
—
|
|
|
(124
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
597
|
|
|
1
|
|
|
15
|
|
|
—
|
|
|
613
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
2
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
489
|
|
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
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
613
|
|
Restricted cash
|
—
|
|
|
199
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
332
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
3,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,367
|
|
||||||
Advances and other receivables, net
|
—
|
|
|
2,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,412
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
6,832
|
|
|
—
|
|
|
682
|
|
|
—
|
|
|
7,514
|
|
||||||
Mortgage loans held for sale at fair value
|
—
|
|
|
1,305
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
1,430
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
1
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
174
|
|
||||||
Property and equipment, net
|
—
|
|
|
113
|
|
|
1
|
|
|
29
|
|
|
—
|
|
|
143
|
|
||||||
Derivative financial instruments at fair value
|
—
|
|
|
96
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
100
|
|
||||||
Other assets
|
3
|
|
|
610
|
|
|
303
|
|
|
1,497
|
|
|
(1,881
|
)
|
|
532
|
|
||||||
Investment in subsidiaries
|
1,768
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
(2,278
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,771
|
|
|
$
|
16,042
|
|
|
$
|
305
|
|
|
$
|
2,658
|
|
|
$
|
(4,159
|
)
|
|
$
|
16,617
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured senior notes, net
|
$
|
—
|
|
|
$
|
2,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,026
|
|
Advance facilities, net
|
—
|
|
|
232
|
|
|
—
|
|
|
1,408
|
|
|
—
|
|
|
1,640
|
|
||||||
Warehouse facilities, net
|
—
|
|
|
1,782
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
1,890
|
|
||||||
Payables and accrued liabilities
|
4
|
|
|
1,222
|
|
|
1
|
|
|
69
|
|
|
—
|
|
|
1,296
|
|
||||||
MSR related liabilities - nonrecourse at fair value
|
—
|
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Derivative financial instruments at fair value
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Other nonrecourse debt, net
|
—
|
|
|
5,943
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|
6,666
|
|
||||||
Payables to affiliates
|
—
|
|
|
1,737
|
|
|
1
|
|
|
143
|
|
|
(1,881
|
)
|
|
—
|
|
||||||
Total liabilities
|
4
|
|
|
14,274
|
|
|
2
|
|
|
2,451
|
|
|
(1,881
|
)
|
|
14,850
|
|
||||||
Total stockholders' equity
|
1,767
|
|
|
1,768
|
|
|
303
|
|
|
207
|
|
|
(2,278
|
)
|
|
1,767
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,771
|
|
|
$
|
16,042
|
|
|
$
|
305
|
|
|
$
|
2,658
|
|
|
$
|
(4,159
|
)
|
|
$
|
16,617
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related, net
|
$
|
—
|
|
|
$
|
846
|
|
|
$
|
17
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
640
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
684
|
|
||||||
Total revenues
|
—
|
|
|
1,486
|
|
|
17
|
|
|
486
|
|
|
—
|
|
|
1,989
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
540
|
|
|
5
|
|
|
218
|
|
|
—
|
|
|
763
|
|
||||||
General and administrative
|
—
|
|
|
737
|
|
|
3
|
|
|
185
|
|
|
—
|
|
|
925
|
|
||||||
Total expenses
|
—
|
|
|
1,277
|
|
|
8
|
|
|
403
|
|
|
—
|
|
|
1,688
|
|
||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
311
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
351
|
|
||||||
Interest expense
|
—
|
|
|
(534
|
)
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(605
|
)
|
||||||
Other income (expense)
|
—
|
|
|
8
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
7
|
|
||||||
Gain (loss) from subsidiaries
|
39
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
||||||
Total other income (expenses), net
|
39
|
|
|
(155
|
)
|
|
—
|
|
|
(32
|
)
|
|
(99
|
)
|
|
(247
|
)
|
||||||
Income (loss) before income tax expense (benefit)
|
39
|
|
|
54
|
|
|
9
|
|
|
51
|
|
|
(99
|
)
|
|
54
|
|
||||||
Less: income tax expense
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Net income (loss)
|
39
|
|
|
43
|
|
|
9
|
|
|
51
|
|
|
(99
|
)
|
|
43
|
|
||||||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Net income (loss) attributable to Nationstar
|
$
|
39
|
|
|
$
|
39
|
|
|
$
|
9
|
|
|
$
|
51
|
|
|
$
|
(99
|
)
|
|
$
|
39
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Nationstar
|
$
|
39
|
|
|
$
|
39
|
|
|
$
|
9
|
|
|
$
|
51
|
|
|
$
|
(99
|
)
|
|
$
|
39
|
|
Reconciliation of net loss to net cash attributable to operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
(Gain)/loss from subsidiaries
|
(39
|
)
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||||
Net gain on mortgage loans held for sale
|
|
|
(639
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(684
|
)
|
|||||||
Provision for servicing reserves
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Fair value changes and amortization of mortgage servicing rights
|
—
|
|
|
460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
||||||
Fair value changes in mortgage loans held for sale
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Fair value changes in mortgage servicing rights financing liability
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Amortization (accretion) of premiums (discounts)
|
—
|
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Depreciation and amortization
|
—
|
|
|
40
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
53
|
|
||||||
Shared based compensation
|
—
|
|
|
13
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
20
|
|
||||||
Other (gain) loss
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
||||||
Repurchases of forward loans assets out of Ginnie Mae securitizations
|
—
|
|
|
(1,865
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,865
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(16,827
|
)
|
|
—
|
|
|
(1,144
|
)
|
|
—
|
|
|
(17,971
|
)
|
||||||
Sale proceeds and loan payment proceeds for mortgage loans held for sale and held for investment
|
—
|
|
|
18,926
|
|
|
—
|
|
|
1,118
|
|
|
—
|
|
|
20,044
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advances and other receivables, net
|
—
|
|
|
470
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
472
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
56
|
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
(285
|
)
|
||||||
Other assets
|
13
|
|
|
220
|
|
|
(9
|
)
|
|
(121
|
)
|
|
—
|
|
|
103
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
(67
|
)
|
|
1
|
|
|
9
|
|
|
—
|
|
|
(57
|
)
|
||||||
Net cash attributable to operating activities
|
13
|
|
|
861
|
|
|
1
|
|
|
(454
|
)
|
|
—
|
|
|
421
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
)
|
||||||
Purchase of reverse mortgage interests
|
—
|
|
|
(4,816
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,816
|
)
|
||||||
Proceeds on sale of forward and reverse mortgage servicing rights
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||
Business acquisitions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
(5,523
|
)
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(5,590
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in warehouse facilities
|
—
|
|
|
245
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
321
|
|
||||||
Proceeds from HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
||||||
Repayment of HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
||||||
Increase (decrease) in participating interest financing in reverse mortgage interests
|
—
|
|
|
4,541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,541
|
|
||||||
Increase (decrease) in advance facilities
|
—
|
|
|
(333
|
)
|
|
—
|
|
|
77
|
|
|
—
|
|
|
(256
|
)
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
||||||
Issuance of excess spread financing
|
—
|
|
|
386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
||||||
Repayment of nonrecourse debt - legacy assets
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Repurchase of unsecured senior notes
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
||||||
Repurchase of common stock
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Issuance of common stock, net of issuance costs
|
—
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||||
Transfers (to) from restricted cash, net
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(46
|
)
|
||||||
Surrender of shares relating to stock vesting
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Debt financing costs
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||||
Net cash attributable to financing activities
|
(13
|
)
|
|
4,979
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
5,483
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
317
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
314
|
|
||||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
280
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
299
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
597
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
613
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor (Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service related, net
|
$
|
—
|
|
|
$
|
1,030
|
|
|
$
|
48
|
|
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
1,376
|
|
Net gain on mortgage loans held for sale
|
—
|
|
|
584
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
597
|
|
||||||
Total revenues
|
—
|
|
|
1,614
|
|
|
48
|
|
|
311
|
|
|
—
|
|
|
1,973
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries wages and benefits
|
—
|
|
|
556
|
|
|
5
|
|
|
82
|
|
|
—
|
|
|
643
|
|
||||||
General and administrative
|
—
|
|
|
587
|
|
|
2
|
|
|
126
|
|
|
—
|
|
|
715
|
|
||||||
Total expenses
|
—
|
|
|
1,143
|
|
|
7
|
|
|
208
|
|
|
—
|
|
|
1,358
|
|
||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
159
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
180
|
|
||||||
Interest expense
|
—
|
|
|
(461
|
)
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(516
|
)
|
||||||
Other expense
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
7
|
|
||||||
Gain (loss) from subsidiaries
|
221
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|
—
|
|
||||||
Total other income (expenses), net
|
221
|
|
|
(185
|
)
|
|
—
|
|
|
(32
|
)
|
|
(333
|
)
|
|
(329
|
)
|
||||||
Income (loss) before income tax expense (benefit)
|
221
|
|
|
286
|
|
|
41
|
|
|
71
|
|
|
(333
|
)
|
|
286
|
|
||||||
Less: income tax expense
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||||
Net income (loss)
|
221
|
|
|
221
|
|
|
41
|
|
|
71
|
|
|
(333
|
)
|
|
221
|
|
||||||
Less: net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss) attributable to Nationstar
|
$
|
221
|
|
|
$
|
221
|
|
|
$
|
41
|
|
|
$
|
71
|
|
|
$
|
(333
|
)
|
|
$
|
221
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-
Guarantor (Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Nationstar
|
$
|
221
|
|
|
$
|
221
|
|
|
$
|
41
|
|
|
$
|
71
|
|
|
$
|
(333
|
)
|
|
$
|
221
|
|
Reconciliation of net loss to net cash attributable to operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gain)/loss from subsidiaries
|
(221
|
)
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
||||||
Net gain on mortgage loans held for sale
|
—
|
|
|
(584
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(597
|
)
|
||||||
Provision for servicing reserves
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||
Fair value changes and amortization of mortgage servicing rights
|
—
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
||||||
Fair value changes in mortgage loans held for sale
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Fair value changes in mortgage servicing rights financing liability
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Amortization (accretion) of premiums (discounts)
|
—
|
|
|
13
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
11
|
|
||||||
Depreciation and amortization
|
—
|
|
|
36
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
40
|
|
||||||
Shared based compensation
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Other (gain) loss
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
|
4
|
|
||||||
Repurchases of forward loans assets out of Ginnie Mae securitizations
|
—
|
|
|
(3,692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,692
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(17,138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,138
|
)
|
||||||
Sale proceeds and loan payment proceeds for mortgage loans held for sale and held for investment
|
—
|
|
|
22,142
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
22,136
|
|
||||||
Excess tax benefit (deficiency) from share based compensation
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advances and other receivables, net
|
—
|
|
|
259
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
256
|
|
||||||
Reverse mortgage interests, net
|
—
|
|
|
(644
|
)
|
|
—
|
|
|
(376
|
)
|
|
—
|
|
|
(1,020
|
)
|
||||||
Other assets
|
5
|
|
|
(1,611
|
)
|
|
(39
|
)
|
|
2,206
|
|
|
(31
|
)
|
|
530
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
(71
|
)
|
|
(6
|
)
|
|
26
|
|
|
31
|
|
|
(20
|
)
|
||||||
Net cash attributable to operating activities
|
5
|
|
|
(834
|
)
|
|
(4
|
)
|
|
1,913
|
|
|
—
|
|
|
1,080
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-
Guarantor (Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(56
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(471
|
)
|
||||||
Proceeds on sale of servicer advances
|
—
|
|
|
768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
768
|
|
||||||
Proceeds from sale of building
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Business acquisitions, net
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
250
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
233
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in warehouse facilities
|
—
|
|
|
228
|
|
|
—
|
|
|
(1,088
|
)
|
|
—
|
|
|
(860
|
)
|
||||||
Proceeds from HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||||
Repayment of HECM securitizations
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Increase (decrease) in participating interest financing in reverse mortgage interests
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
||||||
Increase (decrease) in advance facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
(1,221
|
)
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
||||||
Issuance of excess spread financing
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||||
Proceeds from mortgage servicing rights financing
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Repayment of nonrecourse debt - legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Repurchase of unsecured senior notes
|
—
|
|
|
(285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285
|
)
|
||||||
Transfers (to) from restricted cash, net
|
—
|
|
|
119
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
291
|
|
||||||
Excess tax (deficiency) benefit from share based compensation
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Surrender of shares relating to stock vesting
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Debt financing costs
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||||
Net cash attributable to financing activities
|
(5
|
)
|
|
442
|
|
|
—
|
|
|
(1,893
|
)
|
|
—
|
|
|
(1,456
|
)
|
||||||
Net increase/(decrease) in cash
|
—
|
|
|
(142
|
)
|
|
(4
|
)
|
|
3
|
|
|
—
|
|
|
(143
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
422
|
|
|
4
|
|
|
16
|
|
|
—
|
|
|
442
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
280
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Service related revenue, net
|
$
|
84
|
|
|
$
|
113
|
|
|
$
|
305
|
|
|
$
|
616
|
|
Net gain on mortgage loans held for sale
|
171
|
|
|
216
|
|
|
237
|
|
|
173
|
|
||||
Total revenues
|
255
|
|
|
329
|
|
|
542
|
|
|
789
|
|
||||
Total expenses
|
412
|
|
|
413
|
|
|
407
|
|
|
412
|
|
||||
Total other income (expense), net
|
(58
|
)
|
|
(60
|
)
|
|
(64
|
)
|
|
(60
|
)
|
||||
Income (loss) before income tax expense (benefit)
|
(215
|
)
|
|
(144
|
)
|
|
71
|
|
|
317
|
|
||||
Less: Income tax expense (benefit)
|
(82
|
)
|
|
(53
|
)
|
|
29
|
|
|
119
|
|
||||
Net income (loss)
|
(133
|
)
|
|
(91
|
)
|
|
42
|
|
|
198
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
||||
Net income (loss) attributable to Nationstar
|
$
|
(132
|
)
|
|
$
|
(92
|
)
|
|
$
|
45
|
|
|
$
|
198
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.28
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.46
|
|
|
$
|
2.02
|
|
Diluted
|
$
|
(1.28
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.46
|
|
|
$
|
2.01
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Service related revenue, net
|
$
|
215
|
|
|
$
|
458
|
|
|
$
|
211
|
|
|
$
|
421
|
|
Net gain on mortgage loans held for sale
|
167
|
|
|
164
|
|
|
186
|
|
|
167
|
|
||||
Total revenues
|
382
|
|
|
622
|
|
|
397
|
|
|
588
|
|
||||
Total expenses
|
384
|
|
|
441
|
|
|
446
|
|
|
417
|
|
||||
Total other income (expense), net
|
(73
|
)
|
|
(61
|
)
|
|
(63
|
)
|
|
(50
|
)
|
||||
Income (loss) before income tax expense (benefit)
|
(75
|
)
|
|
120
|
|
|
(112
|
)
|
|
121
|
|
||||
Less: Income tax expense (benefit)
|
(28
|
)
|
|
44
|
|
|
(47
|
)
|
|
42
|
|
||||
Net income (loss)
|
(47
|
)
|
|
76
|
|
|
(65
|
)
|
|
79
|
|
||||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||
Net income (loss) attributable to Nationstar
|
$
|
(49
|
)
|
|
$
|
75
|
|
|
$
|
(66
|
)
|
|
$
|
79
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.54
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.85
|
|
Diluted
|
$
|
(0.54
|
)
|
|
$
|
0.69
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.84
|
|
1.
|
Financial Statements:
|
2.
|
Financial Statement Schedules:
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
2.1+
|
Master Servicing Rights Purchase Agreement, dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.1
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.2+
|
Sale Supplement (Shuttle 1), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.2
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.3+
|
Sale Supplement (Shuttle 2), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.3
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.4+
|
Sale Supplement (First Tennessee), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.4
|
12/23/2013
|
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
3.2
|
Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.2
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.1
|
Form of Stock Certificate
|
S-1/A
|
333-174246
|
4.8
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.2
|
Stockholders Agreement, dated as of February 17, 2012, between Nationstar Mortgage Holdings Inc. and FIF HE Holdings LLC
|
S-1/A
|
333-174246
|
4.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.3
|
Indenture, dated as of September 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/24/2012
|
|
|
|
|
|
|
|
|
4.4
|
First Supplemental Indenture, dated as of September 28, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/28/2012
|
|
|
|
|
|
|
|
|
4.5
|
Second Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.12
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.6
|
Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
4/25/2012
|
|
|
|
|
|
|
|
|
4.7
|
First Supplemental Indenture, dated as of July 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
7/24/2012
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
4.8
|
Second Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.9
|
Third Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.16
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.10
|
Indenture, dated as of February 7, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
2/7/2013
|
|
|
|
|
|
|
|
|
4.11
|
First Supplemental Indenture, dated as of March 26, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
3/26/2013
|
|
|
|
|
|
|
|
|
4.12
|
Indenture, dated as of May 31, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
5/31/2013
|
|
|
|
|
|
|
|
|
4.13
|
Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as servicer and as administrator, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.1
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.14
|
Amendment No. 1 to the Fourth Amended and Restated Indenture, dated April 22, 2014, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent
|
10-Q
|
001-35449
|
4.4
|
5/9/2014
|
|
4.15
|
Amendment No. 2 to the Fourth Amended and Restated Indenture, dated May 5, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent
|
10-Q
|
001-35449
|
4.1
|
8/3/2015
|
|
|
|
|
|
|
|
|
4.16
|
Amendment No. 3 to the Fourth Amended and Restated Indenture, dated June 26, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent
|
10-Q
|
001-35449
|
4.2
|
8/3/2015
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
4.17
|
Amended and Restated Series 2013-VF1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
10-K
|
001-35449
|
4.17
|
03/01/2016
|
|
|
|
|
|
|
|
|
4.18
|
Series 2013-T1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.3
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.19
|
Series 2013-T2 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.4
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.20
|
Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.21
|
First Supplemental Indenture, dated September 26, 2013, to Indenture, dated July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/26/2013
|
|
|
|
|
|
|
|
|
10.1
|
Amended and Restated Receivables Pooling Agreement, dated January 31, 2013, between Nationstar Agency Advance Funding LLC (depositor) and Nationstar Agency Advance Funding Trust (issuer)
|
8-K
|
001-35449
|
10.5
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.2
|
Receivables Pooling Agreement, dated as of June 7, 2013, between Nationstar Advance Funding III LLC and Nationstar Mortgage Advance Receivables Trust
|
8-K
|
001-35449
|
10.1
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.3
|
Amended and Restated Receivables Sale Agreement, dated January 31, 2013, between Nationstar Mortgage LLC (receivables seller and servicer) and Nationstar Agency Advance Funding LLC (depositor)
|
8-K
|
001-35449
|
10.6
|
2/6/2013
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
10.4
|
Assignment, Assumption and Recognition Agreement, dated October 9, 2015, between Nationstar Agency Advance Funding Trust (assignor), Nationstar Agency Advance Receivables Trust (assignee), Nationstar Agency Advance Funding LLC (assignor depositor), Nationstar Agency Advance Funding II LLC (assignee depositor), Nationstar Mortgage LLC (seller), Barclays Bank PLC and Credit Suisse AG, New York Branch (assignor administrative agents) and JPMorgan Chase Bank, N.A. (assignee administrative agent)
|
10-K
|
001-35449
|
10.4
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.5
|
Receivables Sale Agreement, dated as of June 7, 2013, between Nationstar Mortgage LLC and Nationstar Advance Funding III LLC
|
8-K
|
001-171370
|
10.2
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.6
|
Amendment and Waiver, dated February 21, 2012, to the Master Repurchase Agreement, dated March 25, 2011, and the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank, PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.13
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.7
|
Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.18
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.8
|
Amendment Number One, dated February 29, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.19
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.9
|
Amendment Number Two, dated August 28, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, among Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.20
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.10
|
Amendment Number Three, dated December 24, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2012, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.21
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.11
|
Amendment Number Four, dated July 18, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.11
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.12
|
Amendment Number Five, dated July 24, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.12
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.13
|
Amendment Number Six, dated September 20, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.13
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.14
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.3
|
11/07/2014
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
10.15
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
00135449
|
10.4
|
11/07/2014
|
|
|
|
|
|
|
|
|
10.16
|
Amendment Number Nine, dated October 19, 2015, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.28
|
03/01/2016
|
|
10.17
|
Amendment Number Ten, dated October 17, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.18
|
Amendment Number Eleven, dated October 31, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.19
|
Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, between Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.1
|
05/05/2016
|
|
|
|
|
|
|
|
|
10.20
|
Amendment Number One, dated as of June 24, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.2
|
08/09/2016
|
|
|
|
|
|
|
|
|
10.21
|
Amendment Number Two, dated as of October 17, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.22
|
Amendment Number Three, dated as of October 31, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.23**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and Robert Stiles
|
10-K
|
001-35449
|
10.45
|
02/26/2015
|
|
|
|
|
|
|
|
|
10.24**
|
Offer Letter and Acceptance, dated as of June 24, 2015, by and between Nationstar Mortgage LLC and Anthony L. Ebers
|
10-K
|
001-35449
|
10.45
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.25**
|
Offer Letter, dated as of July 6, 2015, by and between Nationstar Mortgage LLC and Michael R. Rawls
|
10-K
|
001-35449
|
10.46
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.26**
|
Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.1
|
05/12/2016
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
10.27**
|
Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.2
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.28**
|
Form of Amended and Restated Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated 2012 Incentive Compensation Plan
|
10-K
|
001-35449
|
10.54
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.29**
|
Form of Restricted Stock Unit Agreement for Employees under the Amended and Restated 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.5
|
05/07/2015
|
|
|
|
|
|
|
|
|
10.30**
|
Nationstar Mortgage LLC Executive Management Incentive Plan, dated as of March 31, 2015
|
8-K
|
001-35449
|
10.1
|
04/02/2015
|
|
|
|
|
|
|
|
|
10.31**
|
Form of Indemnification Agreement with directors and officers
|
S-1/A
|
333-174246
|
10.52
|
2/24/2012
|
|
|
|
|
|
|
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
X
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
+
|
The schedules and other attachments referenced in this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished supplementary to the Securities and Exchange Commission upon request.
|
**
|
Management contract, compensatory plan or arrangement.
|
|
|
/s/ Jay Bray
|
March 9, 2017
|
Jay Bray, Chief Executive Officer and Director and Chairman (Principal Executive Officer)
|
|
|
|
/s/ Robert D. Stiles
|
March 9, 2017
|
Robert D. Stiles, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
|
/s/ Robert Gidel
|
March 9, 2017
|
Robert Gidel, Director
|
|
|
|
/s/ Roy Guthrie
|
March 9, 2017
|
Roy Guthrie, Director
|
|
|
|
/s/ Brett Hawkins
|
March 9, 2017
|
Brett Hawkins, Director
|
|
|
|
/s/ Michael D. Malone
|
March 9, 2017
|
Michael D. Malone, Director
|
|
|
|
Incorporated by Reference
|
Filed or Furnished Herewith
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
2.1+
|
Master Servicing Rights Purchase Agreement, dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.1
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.2+
|
Sale Supplement (Shuttle 1), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.2
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.3+
|
Sale Supplement (Shuttle 2), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.3
|
12/23/2013
|
|
|
|
|
|
|
|
|
2.4+
|
Sale Supplement (First Tennessee), dated as of December 17, 2013, between Nationstar Mortgage LLC and Advance Purchaser LLC
|
8-K
|
001-35449
|
2.4
|
12/23/2013
|
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
3.2
|
Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc.
|
S-1/A
|
333-174246
|
3.2
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.1
|
Form of Stock Certificate
|
S-1/A
|
333-174246
|
4.8
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.2
|
Stockholders Agreement, dated as of February 17, 2012, between Nationstar Mortgage Holdings Inc. and FIF HE Holdings LLC
|
S-1/A
|
333-174246
|
4.1
|
2/24/2012
|
|
|
|
|
|
|
|
|
4.3
|
Indenture, dated as of September 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
9/24/2012
|
|
|
|
|
|
|
|
|
4.4
|
First Supplemental Indenture, dated as of September 28, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/28/2012
|
|
|
|
|
|
|
|
|
4.5
|
Second Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.12
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.6
|
Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
4/25/2012
|
|
|
|
|
|
|
|
|
4.7
|
First Supplemental Indenture, dated as of July 24, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
7/24/2012
|
|
|
|
|
|
|
|
|
4.8
|
Second Supplemental Indenture, dated as of August 9, 2012, among Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC, Nationstar Sub2 LLC and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
8/9/2012
|
|
|
|
|
|
|
|
|
4.9
|
Third Supplemental Indenture, dated as of December 10, 2012, between Champion Mortgage LLC and Wells Fargo Bank, National Association, as trustee
|
10-K
|
001-35449
|
4.16
|
3/15/2013
|
|
|
|
|
|
|
|
|
4.10
|
Indenture, dated as of February 7, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
2/7/2013
|
|
|
|
|
|
|
|
|
4.11
|
First Supplemental Indenture, dated as of March 26, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
3/26/2013
|
|
|
|
|
|
|
|
|
4.12
|
Indenture, dated as of May 31, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
5/31/2013
|
|
|
|
|
|
|
|
|
4.13
|
Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as servicer and as administrator, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.1
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.14
|
Amendment No. 1 to the Fourth Amended and Restated Indenture, dated April 22, 2014, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent
|
10-Q
|
001-35449
|
4.4
|
5/9/2014
|
|
4.15
|
Amendment No. 2 to the Fourth Amended and Restated Indenture, dated May 5, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent
|
10-Q
|
001-35449
|
4.1
|
8/3/2015
|
|
|
|
|
|
|
|
|
4.16
|
Amendment No. 3 to the Fourth Amended and Restated Indenture, dated June 26, 2015, among Nationstar Agency Advance Funding Trust, the issuer, The Bank of New York Mellon, as indenture trustee, Nationstar Mortgage LLC, as administrator and Barclays Bank PLC, as administrative agent and Credit Suisse AG, New York Branch, as administrative agent
|
10-Q
|
001-35449
|
4.2
|
8/3/2015
|
|
|
|
|
|
|
|
|
4.17
|
Amended and Restated Series 2013-VF1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
10-K
|
001-35449
|
4.17
|
03/01/2016
|
|
|
|
|
|
|
|
|
4.18
|
Series 2013-T1 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.3
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.19
|
Series 2013-T2 Indenture Supplement to Fourth Amended and Restated Indenture, dated January 31, 2013, among Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, Nationstar Mortgage LLC, as administrator and as servicer, and Barclays Bank PLC, as administrative agent
|
8-K
|
001-35449
|
10.4
|
2/6/2013
|
|
|
|
|
|
|
|
|
4.20
|
Indenture, dated as of July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.1
|
7/22/2013
|
|
|
|
|
|
|
|
|
4.21
|
First Supplemental Indenture, dated September 26, 2013, to Indenture, dated July 22, 2013, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee
|
8-K
|
001-35449
|
4.2
|
9/26/2013
|
|
|
|
|
|
|
|
|
10.1
|
Amended and Restated Receivables Pooling Agreement, dated January 31, 2013, between Nationstar Agency Advance Funding LLC (depositor) and Nationstar Agency Advance Funding Trust (issuer)
|
8-K
|
001-35449
|
10.5
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.2
|
Receivables Pooling Agreement, dated as of June 7, 2013, between Nationstar Advance Funding III LLC and Nationstar Mortgage Advance Receivables Trust
|
8-K
|
001-35449
|
10.1
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.3
|
Amended and Restated Receivables Sale Agreement, dated January 31, 2013, between Nationstar Mortgage LLC (receivables seller and servicer) and Nationstar Agency Advance Funding LLC (depositor)
|
8-K
|
001-35449
|
10.6
|
2/6/2013
|
|
|
|
|
|
|
|
|
10.4
|
Assignment, Assumption and Recognition Agreement, dated October 9, 2015, between Nationstar Agency Advance Funding Trust (assignor), Nationstar Agency Advance Receivables Trust (assignee), Nationstar Agency Advance Funding LLC (assignor depositor), Nationstar Agency Advance Funding II LLC (assignee depositor), Nationstar Mortgage LLC (seller), Barclays Bank PLC and Credit Suisse AG, New York Branch (assignor administrative agents) and JPMorgan Chase Bank, N.A. (assignee administrative agent)
|
10-K
|
001-35449
|
10.4
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.5
|
Receivables Sale Agreement, dated as of June 7, 2013, between Nationstar Mortgage LLC and Nationstar Advance Funding III LLC
|
8-K
|
001-171370
|
10.2
|
6/11/2013
|
|
|
|
|
|
|
|
|
10.6
|
Amendment and Waiver, dated February 21, 2012, to the Master Repurchase Agreement, dated March 25, 2011, and the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank, PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.13
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.7
|
Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.18
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.8
|
Amendment Number One, dated February 29, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.19
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.9
|
Amendment Number Two, dated August 28, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2011, among Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.20
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.10
|
Amendment Number Three, dated December 24, 2012, to the Mortgage Loan Participation Purchase and Sale Agreement, dated March 25, 2012, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.21
|
3/15/2013
|
|
|
|
|
|
|
|
|
10.11
|
Amendment Number Four, dated July 18, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.11
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.12
|
Amendment Number Five, dated July 24, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.12
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.13
|
Amendment Number Six, dated September 20, 2013, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.13
|
11/14/2013
|
|
|
|
|
|
|
|
|
10.14
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
001-35449
|
10.3
|
11/07/2014
|
|
|
|
|
|
|
|
|
10.15
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-Q
|
00135449
|
10.4
|
11/07/2014
|
|
|
|
|
|
|
|
|
10.16
|
Amendment Number Nine, dated October 19, 2015, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
10-K
|
001-35449
|
10.28
|
03/01/2016
|
|
10.17
|
Amendment Number Ten, dated October 17, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.18
|
Amendment Number Eleven, dated October 31, 2016, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.19
|
Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, between Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.1
|
05/05/2016
|
|
|
|
|
|
|
|
|
10.20
|
Amendment Number One, dated as of June 24, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
10-Q
|
001-35449
|
10.2
|
08/09/2016
|
|
|
|
|
|
|
|
|
10.21
|
Amendment Number Two, dated as of October 17, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.22
|
Amendment Number Three, dated as of October 31, 2016 to the Second Amended and Restated Master Repurchase Agreement, dated January 29, 2016, among Barclays Bank PLC, as purchaser and agent, Sutton Funding LLC, as a purchaser, and Nationstar Mortgage LLC, as seller
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.23**
|
Offer Letter and Acceptance, dated as of March 31, 2014, between Nationstar Mortgage Holdings Inc. and Robert Stiles
|
10-K
|
001-35449
|
10.45
|
02/26/2015
|
|
|
|
|
|
|
|
|
10.24**
|
Offer Letter and Acceptance, dated as of June 24, 2015, by and between Nationstar Mortgage LLC and Anthony L. Ebers
|
10-K
|
001-35449
|
10.45
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.25**
|
Offer Letter, dated as of July 6, 2015, by and between Nationstar Mortgage LLC and Michael R. Rawls
|
10-K
|
001-35449
|
10.46
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.26**
|
Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.1
|
05/12/2016
|
|
|
|
|
|
|
|
|
10.27**
|
Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan
|
8-K
|
001-35449
|
10.2
|
11/16/2012
|
|
|
|
|
|
|
|
|
10.28**
|
Form of Amended and Restated Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated 2012 Incentive Compensation Plan
|
10-K
|
001-35449
|
10.54
|
03/01/2016
|
|
|
|
|
|
|
|
|
10.29**
|
Form of Restricted Stock Unit Agreement for Employees under the Amended and Restated 2012 Incentive Compensation Plan
|
10-Q
|
001-35449
|
10.5
|
05/07/2015
|
|
|
|
|
|
|
|
|
10.30**
|
Nationstar Mortgage LLC Executive Management Incentive Plan, dated as of March 31, 2015
|
8-K
|
001-35449
|
10.1
|
04/02/2015
|
|
|
|
|
|
|
|
|
10.31**
|
Form of Indemnification Agreement with directors and officers
|
S-1/A
|
333-174246
|
10.52
|
2/24/2012
|
|
|
|
|
|
|
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
X
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
+
|
The schedules and other attachments referenced in this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished supplementary to the Securities and Exchange Commission upon request.
|
**
|
Management contract, compensatory plan or arrangement.
|
|
Nationstar Mortgage Holdings Inc.
|
|
|
||||||||||||||||||
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
||||||||||||||||||
|
(Dollar amounts in millions)
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Calculation of income from continuing operations before income taxes and fixed charges
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income from continuing operations
|
|
$
|
205
|
|
|
$
|
217
|
|
|
$
|
221
|
|
|
$
|
43
|
|
|
$
|
16
|
|
|
Income tax expense
|
|
72
|
|
|
129
|
|
|
65
|
|
|
11
|
|
|
13
|
|
||||||
Loss from equity method investments
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fixed Charges
|
|
202
|
|
|
548
|
|
|
524
|
|
|
612
|
|
|
674
|
|
||||||
Earnings as adjusted
|
|
$
|
494
|
|
|
$
|
894
|
|
|
$
|
810
|
|
|
$
|
666
|
|
|
$
|
703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of fixed charges
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
|
$
|
197
|
|
|
$
|
539
|
|
|
$
|
517
|
|
|
$
|
605
|
|
|
$
|
665
|
|
|
Interest on lease obligations
|
|
5
|
|
|
9
|
|
|
7
|
|
|
7
|
|
|
9
|
|
||||||
Total fixed charges
|
|
$
|
202
|
|
|
$
|
548
|
|
|
$
|
524
|
|
|
$
|
612
|
|
|
$
|
674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of Earnings to Fixed Charges
|
|
2.45
|
|
|
1.63
|
|
|
1.55
|
|
|
1.09
|
|
|
1.04
|
|
Subsidiaries
|
|
Jurisdiction of Organization
|
|
|
|
Nationstar Sub1 LLC
|
|
Delaware
|
|
|
|
Nationstar Mortgage LLC
|
|
Delaware
|
|
|
(1)
|
Registration Statement (Form S-3 No. 333-202397) of Nationstar Mortgage Holdings Inc., and
|
(2)
|
Registration Statement (Form S-8 No. 333-183332) pertaining to the Second Amended and Restated 2012 Incentive Compensation Plan of Nationstar Mortgage Holdings Inc.;
|
(3)
|
Registration Statement (Form S-8 No. 333-213573) pertaining to the Second Amended and Restated Incentive Compensation Plan of Nationstar Mortgage Holdings Inc.
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 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:
|
March 9, 2017
|
|
|
|
|
|
|
|
|
Jay Bray
|
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 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.
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Date:
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March 9, 2017
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Robert D. Stiles
|
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Chief Financial Officer
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(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
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 9, 2017
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||
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Jay Bray
|
||
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Chief Executive Officer
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(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:
|
March 9, 2017
|
|
|
|
|
Robert D. Stiles
|
|
|
Chief Financial Officer
|