UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021


☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-14667

Mr. Cooper Group Inc.

(Exact name of registrant as specified in its charter)


Delaware						91-1653725
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8950 Cypress Waters Blvd, Coppell, TX						75019
(Address of principal executive offices)						(Zip Code)

(469) 549-2000
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	COOP	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated Filer	☐
Non-Accelerated Filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Number of shares of common stock, $0.01 par value, outstanding as of ~~April~~July 22, 2021 was ~~86,135,281.~~86,148,567.

Table of Contents

MR. COOPER GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 (unaudited) and December 31, 2020	3
	Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	4
	Condensed Consolidated Statements of Stockholders’ ~~Equity~~E quity (unaudited) for the Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020	67
	Notes to Condensed Consolidated Financial Statements (unaudited)	79
	1. Nature of Business and Basis of Presentation	79
	2. Discontinued Operations	10
	3. Mortgage Servicing Rights and Related Liabilities	811
	43.. Advances and Other Receivables	1114
	5~~4. Reverse Mortgage Interests~~	12
	5.. Mortgage Loans Held for Sale	1315
	66.. Loans Subject to Repurchase from Ginnie Mae	1416
	77.. Goodwill and Intangible Assets	1416
	88.. Derivative Financial Instruments	1417
	99.. Indebtedness	15
	~~10. Securitizations and Financings~~	18
	~~11. Earnings Per Share~~	19
	~~12. Income Taxes~~1 0 . Securitizations and Financings	1920
	~~13. Fair Value Measurements~~1 1 . Earnings Per Share	1921
	~~14. Capital Requirements~~1 2 . Income Taxes	23
	~~15. Commitments and Contingencies~~1 3 . Fair Value Measurements	23
	~~16.~~ 1 4 . Capital Requirements	27
	1 5 . Commitments and Contingencies	27
	1 6 . Segment Information	2529
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2833
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5362
Item 4.	Controls and Procedures	5463

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5564
Item 1A.	Risk Factors	5564
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5564
Item 3.	Defaults Upon Senior Securities	5564
Item 4.	Mine Safety Disclosures	5564
Item 5.	Other Information	5564
Item 6.	Exhibits	5665

Table of Contents

PART I. Financial Information

Item 1. Financial Statements

MR. COOPER GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions of dollars, except share data)


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(unaudited)					(unaudited)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	674	$	695	Cash and cash equivalents	$	716	$	695
Restricted cash	Restricted cash	261		218		Restricted cash	113		135
Mortgage servicing rights, $3,354 and $2,703 at fair value, respectively		3,359		2,708
Advances and other receivables, net of reserves of $206 and $208, respectively		838		940
Reverse mortgage interests, net of purchase discount of $93 and $127, respectively		5,091		5,253
Mortgage servicing rights at fair value						Mortgage servicing rights at fair value	3,307		2,703
Advances and other receivables, net of reserves of $191 and $208, respectively						Advances and other receivables, net of reserves of $191 and $208, respectively	837		940
Mortgage loans held for sale at fair value	Mortgage loans held for sale at fair value	6,351		5,720		Mortgage loans held for sale at fair value	6,961		5,720
Property and equipment, net of accumulated depreciation of $107 and $96, respectively		118		116
Property and equipment, net of accumulated depreciation of $108 and $96, respectively						Property and equipment, net of accumulated depreciation of $108 and $96, respectively	110		113
Deferred tax assets, net	Deferred tax assets, net	1,228		1,340		Deferred tax assets, net	1,118		1,339
Other assets	Other assets	6,793		7,175		Other assets	5,211		7,173
Assets of discontinued operations						Assets of discontinued operations	4,935		5,347
Total assets	Total assets	$	24,713	$	24,165	Total assets	$	23,308	$	24,165

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Unsecured senior notes, net	Unsecured senior notes, net	$	2,074	$	2,074	Unsecured senior notes, net	$	2,075	$	2,074
Advance and warehouse facilities, net	Advance and warehouse facilities, net	7,379		6,763		Advance and warehouse facilities, net	7,310		6,258
Payables and other liabilities	Payables and other liabilities	7,140		7,392		Payables and other liabilities	4,895		7,159
MSR related liabilities - nonrecourse at fair value	MSR related liabilities - nonrecourse at fair value	957		967		MSR related liabilities - nonrecourse at fair value	888		967
Mortgage servicing liabilities		38		41
Other nonrecourse debt, net		4,221		4,424
Liabilities of discontinued operations						Liabilities of discontinued operations	4,790		5,203
Total liabilities	Total liabilities	21,809		21,661		Total liabilities	19,958		21,661
Commitments and contingencies (Note 15)	Commitments and contingencies (Note 15)	0		0		Commitments and contingencies (Note 15)	0		0
Preferred stock at $0.00001 - 10 million shares authorized, 1.0 million shares issued and outstanding, respectively; aggregate liquidation preference of 10 dollars, respectively	Preferred stock at $0.00001 - 10 million shares authorized, 1.0 million shares issued and outstanding, respectively; aggregate liquidation preference of 10 dollars, respectively	0		0		Preferred stock at $0.00001 - 10 million shares authorized, 1.0 million shares issued and outstanding, respectively; aggregate liquidation preference of 10 dollars, respectively	0		0
Common stock at $0.01 par value - 300 million shares authorized, 93.2 million and 92.0 million shares issued, respectively	Common stock at $0.01 par value - 300 million shares authorized, 93.2 million and 92.0 million shares issued, respectively	1		1		Common stock at $0.01 par value - 300 million shares authorized, 93.2 million and 92.0 million shares issued, respectively	1		1
Additional paid-in-capital	Additional paid-in-capital	1,113		1,126		Additional paid-in-capital	1,120		1,126
Retained earnings	Retained earnings	1,995		1,434		Retained earnings	2,434		1,434
Treasury shares at cost - 7.1 million and 2.6 million shares, respectively	Treasury shares at cost - 7.1 million and 2.6 million shares, respectively	(206)		(58)		Treasury shares at cost - 7.1 million and 2.6 million shares, respectively	(206)		(58)
Total Mr. Cooper stockholders’ equity	Total Mr. Cooper stockholders’ equity	2,903		2,503		Total Mr. Cooper stockholders’ equity	3,349		2,503
Non-controlling interests	Non-controlling interests	1		1		Non-controlling interests	1		1
Total stockholders’ equity	Total stockholders’ equity	2,904		2,504		Total stockholders’ equity	3,350		2,504
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	24,713	$	24,165	Total liabilities and stockholders’ equity	$	23,308	$	24,165

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

Table of Contents

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(millions of dollars, except for earnings per share data)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Revenues:	Revenues:						Revenues:
Service related, net	Service related, net	$	588	$	(53)		Service related, net	$	(8)	$	0	$	572	$	(67)
Net gain on mortgage loans held for sale	Net gain on mortgage loans held for sale	679		331			Net gain on mortgage loans held for sale	582		618		1,261		949
Total revenues	Total revenues	1,267		278			Total revenues	574		618		1,833		882
Expenses:	Expenses:						Expenses:
Salaries, wages and benefits	Salaries, wages and benefits	285		246			Salaries, wages and benefits	277		238		554		472
General and administrative	General and administrative	184		198			General and administrative	148		160		325		350
Total expenses	Total expenses	469		444			Total expenses	425		398		879		822

Interest income	Interest income	89		118			Interest income	51		22		97		97
Interest expense	Interest expense	(159)		(192)			Interest expense	(119)		(127)		(245)		(266)
Other income, net	Other income, net	0		1			Other income, net	486		0		486		1
Total other expenses, net		(70)		(73)
Income (loss) before income tax expense (benefit)		728		(239)
Total other income (expenses), net							Total other income (expenses), net	418		(105)		338		(168)
Income (loss) from continuing operations before income tax expense (benefit)							Income (loss) from continuing operations before income tax expense (benefit)	567		115		1,292		(108)
Less: Income tax expense (benefit)	Less: Income tax expense (benefit)	167		(68)			Less: Income tax expense (benefit)	140		38		306		(26)
Net income (loss) from continuing operations							Net income (loss) from continuing operations	427		77		986		(82)
Net income (loss) from discontinued operations							Net income (loss) from discontinued operations	12		(4)		14		(16)
Net income (loss)	Net income (loss)	561		(171)			Net income (loss)	439		73		1,000		(98)
Less: Net loss attributable to non-controlling interests	Less: Net loss attributable to non-controlling interests	0		(3)			Less: Net loss attributable to non-controlling interests	0		0		0		(3)
Net income (loss) attributable to Mr. Cooper	Net income (loss) attributable to Mr. Cooper	561		(168)			Net income (loss) attributable to Mr. Cooper	439		73		1,000		(95)
Less: Undistributed earnings attributable to participating stockholders	Less: Undistributed earnings attributable to participating stockholders	5		0			Less: Undistributed earnings attributable to participating stockholders	4		1		9		0
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	556	$	(168)		Net income (loss) attributable to common stockholders	$	435	$	72	$	991	$	(95)

Net income (loss) per common share attributable to Mr. Cooper:
Earnings from continuing operations per common share attributable to Mr. Cooper:							Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic	Basic	$	6.22	$	(1.84)		Basic	$	4.91	$	0.82	$	11.13	$	(0.86)
Diluted	Diluted	$	5.92	$	(1.84)		Diluted	$	4.72	$	0.81	$	10.65	$	(0.86)

Earnings from discontinued operations per common share attributable to Mr. Cooper:							Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic							Basic	$	0.14	$	(0.04)	$	0.16	$	(0.18)
Diluted							Diluted	$	0.13	$	(0.04)	$	0.15	$	(0.18)

Earnings per common share attributable to Mr. Cooper:							Earnings per common share attributable to Mr. Cooper:
Basic							Basic	$	5.05	$	0.78	$	11.29	$	(1.04)
Diluted							Diluted	$	4.85	$	0.77	$	10.80	$	(1.04)

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

Table of Contents

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)


		Preferred Stock			Common Stock																Preferred Stock			Common Stock
		Shares (in thousands)	Amount		Shares (in thousands)	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Share Amount		Total Mr. Cooper Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity			Shares (in thousands)	Amount		Shares (in thousands)	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Share Amount		Total Mr. Cooper Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance at January 1, 2020		1,000	$	0	91,118	$	1	$	1,109	$	1,122	$	0	$	2,232	$	(1)	$	2,231
Balance at March 31, 2020																				Balance at March 31, 2020	1,000	$	0	91,970	$	1	$	1,108	$	961	$	0	$	2,070	$	(4)	$	2,066
Shares issued / (surrendered) under incentive compensation plan	Shares issued / (surrendered) under incentive compensation plan	—	—		852	—		(5)		—		—		(5)		—		(5)		Shares issued / (surrendered) under incentive compensation plan	—	—		52	—		0		—		—		0		—		0
Share-based compensation	Share-based compensation	—	—		—	—		4		—		—		4		—		4		Share-based compensation	—	—		—	—		6		—		—		6		—		6
Cumulative effect adjustments pursuant to the adoption of CECL-related accounting guidance		—	—		—	—		—		7		—		7		—		7
Net loss		—	—		—	—		—		(168)		—		(168)		(3)		(171)
Balance at March 31, 2020		1,000	$	0	91,970	$	1	$	1,108	$	961	$	0	$	2,070	$	(4)	$	2,066
Net income																				Net income	—	—		—	—		—		73		—		73		0		73
Balance at June 30, 2020																				Balance at June 30, 2020	1,000	$	0	92,022	$	1	$	1,114	$	1,034	$	0	$	2,149	$	(4)	$	2,145

Balance at January 1, 2021		1,000	$	0	89,457	$	1	$	1,126	$	1,434	$	(58)	$	2,503	$	1	$	2,504
Balance at March 31, 2021																				Balance at March 31, 2021	1,000	$	0	86,135	$	1	$	1,113	$	1,995	$	(206)	$	2,903	$	1	$	2,904
Shares issued / (surrendered) under incentive compensation plan	Shares issued / (surrendered) under incentive compensation plan	—	—		1,183	—		(19)		—		—		(19)		—		(19)		Shares issued / (surrendered) under incentive compensation plan	—	—		14	—		(1)		—		—		(1)		—		(1)
Share-based compensation	Share-based compensation	—	—		—	—		6		—		—		6		—		6		Share-based compensation	—	—		—	—		8		—		—		8		—		8
Repurchase of common stock		—	—		(4,505)	—		—		—		(148)		(148)		—		(148)

Net income	Net income	—	—		—	—		—		561		—		561		0		561		Net income	—	—		—	—		—		439		—		439		0		439
Balance at March 31, 2021		1,000	$	0	86,135	$	1	$	1,113	$	1,995	$	(206)	$	2,903	$	1	$	2,904
Balance at June 30, 2021																				Balance at June 30, 2021	1,000	$	0	86,149	$	1	$	1,120	$	2,434	$	(206)	$	3,349	$	1	$	3,350

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

Table of Contents

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)


	Preferred Stock			Common Stock
	Shares (in thousands)	Amount		Shares (in thousands)	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Share Amount		Total Mr. Cooper Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance at January 1, 2020	1,000	$	0	91,118	$	1	$	1,109	$	1,122	$	0	$	2,232	$	(1)	$	2,231
Shares issued / (surrendered) under incentive compensation plan	—	—		904	—		(5)		—		—		(5)		—		(5)
Share-based compensation	—	—		—	—		10		—		—		10		—		10
Cumulative effect adjustments pursuant to the adoption of CECL-related accounting guidance	—	—		—	—		—		7		—		7		—		7
Net loss	—	—		—	—		—		(95)		—		(95)		(3)		(98)
Balance at June 30, 2020	1,000	$	0	92,022	$	1	$	1,114	$	1,034	$	0	$	2,149	$	(4)	$	2,145

Balance at January 1, 2021	1,000	$	0	89,457	$	1	$	1,126	$	1,434	$	(58)	$	2,503	$	1	$	2,504
Shares issued / (surrendered) under incentive compensation plan	—	—		1,197	—		(20)		—		—		(20)		—		(20)
Share-based compensation	—	—		—	—		14		—		—		14		—		14
Repurchase of common stock	—	—		(4,505)	—		—		—		(148)		(148)		—		(148)
Net income	—	—		—	—		—		1,000		—		1,000		0		1,000
Balance at June 30, 2021	1,000	$	0	86,149	$	1	$	1,120	$	2,434	$	(206)	$	3,349	$	1	$	3,350

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

Table of Contents

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions of dollars)


		Three Months Ended March 31,					Six Months Ended June 30,
		2021		2020			2021		2020
Operating Activities	Operating Activities					Operating Activities
Net income (loss)	Net income (loss)	$	561	$	(171)	Net income (loss)	$	1,000	$	(98)
Adjustments to reconcile net income (loss) to net cash attributable to operating activities:
Less: Net income (loss) from discontinued operations						Less: Net income (loss) from discontinued operations	14		(16)
Net income (loss) from continuing operations						Net income (loss) from continuing operations	986		(82)
Adjustments to reconcile net income (loss) from continuing operations to net cash attributable to operating activities:						Adjustments to reconcile net income (loss) from continuing operations to net cash attributable to operating activities:
Deferred tax expense (benefit)	Deferred tax expense (benefit)	112		(68)		Deferred tax expense (benefit)	220		(49)
Net gain on mortgage loans held for sale	Net gain on mortgage loans held for sale	(679)		(331)		Net gain on mortgage loans held for sale	(1,261)		(949)
Interest income on participating interests in reverse mortgages		(40)		(62)
Provision for servicing and non-servicing reserves	Provision for servicing and non-servicing reserves	13		8		Provision for servicing and non-servicing reserves	21		11
Fair value changes and amortization/accretion of mortgage servicing rights/liabilities		(301)		526
Fair value changes and amortization of mortgage servicing rights						Fair value changes and amortization of mortgage servicing rights	190		1,055
Fair value changes in MSR related liabilities	Fair value changes in MSR related liabilities	31		(29)		Fair value changes in MSR related liabilities	2		(89)

Depreciation and amortization for property and equipment and intangible assets	Depreciation and amortization for property and equipment and intangible assets	16		19		Depreciation and amortization for property and equipment and intangible assets	31		36

Gain on sale of business						Gain on sale of business	(487)		0

Other operating activities	Other operating activities	13		34		Other operating activities	24		26
Repurchases of forward loan assets out of Ginnie Mae securitizations	Repurchases of forward loan assets out of Ginnie Mae securitizations	(2,255)		(919)		Repurchases of forward loan assets out of Ginnie Mae securitizations	(5,812)		(2,092)
Mortgage loans originated and purchased for sale, net of fees	Mortgage loans originated and purchased for sale, net of fees	(25,214)		(12,375)		Mortgage loans originated and purchased for sale, net of fees	(47,560)		(23,110)
Sales proceeds and loan payment proceeds for mortgage loans held for sale	Sales proceeds and loan payment proceeds for mortgage loans held for sale	27,152		13,724		Sales proceeds and loan payment proceeds for mortgage loans held for sale	52,923		26,606
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Advances and other receivables	Advances and other receivables	91		300		Advances and other receivables	48		270
Reverse mortgage interests		220		400
Other assets	Other assets	70		111		Other assets	101		(5)
Payables and other liabilities	Payables and other liabilities	134		(457)		Payables and other liabilities	13		(119)
Net cash attributable to operating activities - continuing operations						Net cash attributable to operating activities - continuing operations	(561)		1,509
Net cash attributable to operating activities - discontinued operations						Net cash attributable to operating activities - discontinued operations	447		557
Net cash attributable to operating activities	Net cash attributable to operating activities	(76)		710		Net cash attributable to operating activities	(114)		2,066

Investing Activities	Investing Activities					Investing Activities

Property and equipment additions, net of disposals	Property and equipment additions, net of disposals	(14)		(12)		Property and equipment additions, net of disposals	(26)		(26)
Purchase of forward mortgage servicing rights	Purchase of forward mortgage servicing rights	(69)		(27)		Purchase of forward mortgage servicing rights	(217)		(31)
Proceeds on sale of forward mortgage servicing rights	Proceeds on sale of forward mortgage servicing rights	1		43		Proceeds on sale of forward mortgage servicing rights	13		43
Other investing activities						Other investing activities	(17)		0
Net cash attributable to investing activities - continuing operations						Net cash attributable to investing activities - continuing operations	(247)		(14)
Net cash attributable to investing activities - discontinued operations						Net cash attributable to investing activities - discontinued operations	0		0
Net cash attributable to investing activities	Net cash attributable to investing activities	(82)		4		Net cash attributable to investing activities	(247)		(14)

Financing Activities	Financing Activities					Financing Activities
Increase in advance and warehouse facilities	Increase in advance and warehouse facilities	613		43		Increase in advance and warehouse facilities	1,047		(520)
Repayment of HECM securitizations		(37)		(99)
Proceeds from issuance of participating interest financing in reverse mortgage interests		34		55
Repayment of participating interest financing in reverse mortgage interests		(219)		(330)
Proceeds from the issuance of excess spread financing		0		24
Settlements and repayments of excess spread financing	Settlements and repayments of excess spread financing	(41)		(58)		Settlements and repayments of excess spread financing	(81)		(110)
Issuance of unsecured senior notes	Issuance of unsecured senior notes	0		600		Issuance of unsecured senior notes	0		600
Redemption and repayment of unsecured senior notes	Redemption and repayment of unsecured senior notes	0		(698)		Redemption and repayment of unsecured senior notes	0		(698)
Repurchase of common stock	Repurchase of common stock	(148)		0		Repurchase of common stock	(148)		0

Other financing activities	Other financing activities	(22)		(18)		Other financing activities	(24)		(2)
Net cash attributable to financing activities - continuing operations						Net cash attributable to financing activities - continuing operations	794		(730)
Net cash attributable to financing activities - discontinued operations						Net cash attributable to financing activities - discontinued operations	(440)		(633)
Net cash attributable to financing activities	Net cash attributable to financing activities	180		(481)		Net cash attributable to financing activities	354		(1,363)
Net increase in cash, cash equivalents, and restricted cash		22		233
Net (decrease) increase in cash, cash equivalents, and restricted cash						Net (decrease) increase in cash, cash equivalents, and restricted cash	(7)		689
Cash, cash equivalents, and restricted cash - beginning of period	Cash, cash equivalents, and restricted cash - beginning of period	913		612		Cash, cash equivalents, and restricted cash - beginning of period	913		612
Cash, cash equivalents, and restricted cash - end of period(1)	Cash, cash equivalents, and restricted cash - end of period(1)	$	935	$	845	Cash, cash equivalents, and restricted cash - end of period(1)	$	906	$	1,301

Supplemental Disclosures of Non-cash Investing Activities						Supplemental Disclosures of Non-cash Investing Activities
Consideration from sale of business						Consideration from sale of business	$	499	$	0
Purchase of forward mortgage servicing rights						Purchase of forward mortgage servicing rights	$	7	$	0

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(1)The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets.


		March 31, 2021		March 31, 2020			June 30, 2021		June 30, 2020
Cash and cash equivalents	Cash and cash equivalents	$	674	$	579	Cash and cash equivalents	$	716	$	1,041
Restricted cash	Restricted cash	261		266		Restricted cash	113		178
Restricted cash within assets of discontinued operations						Restricted cash within assets of discontinued operations	77		82
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	935	$	845	Total cash, cash equivalents, and restricted cash	$	906	$	1,301

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

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MR COOPER GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(millions of dollars, unless otherwise stated)

1. Nature of Business and Basis of Presentation

Nature of Business

Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper® and Xome®. Mr. Cooper is one of the largest home loan originators and servicers in the country focused on delivering a variety of servicing and lending products, services and technologies. Xome provides technology and data enhanced solutions to homebuyers, home sellers, real estate agents and mortgage companies. The Company’s corporate website is located at www.mrcoopergroup.com. The Company has provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-Q.

On March 12, 2021, the Company entered into a Stock Purchase Agreement with Blend Labs, Inc. (“Blend Labs”), a Delaware corporation, pursuant to which Blend Labs will acquire the title business of the Company for a purchase price of approximately $500, consisting of approximately $450 in cash, subject to certain adjustments specified therein, and a retained interest of 9.9% for the Company (the “Title Transaction”). The Title Transaction was completed on June 30, 2021, with consideration received on July 1, 2021. A receivable for consideration was recorded in other assets in the Company’s condensed consolidated balance sheets as of June 30, 2021.Pursuant to the Stock Purchase Agreement, all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the Title Transaction, ~~will be~~were held for the benefit of Blend Labs. NoA $487 gain ~~or loss~~ on the Title Transaction ~~has been or will be~~was recorded ~~until the closing date, which is anticipated to be~~ in the second quarter of ~~2021.~~2021 upon closing of the Title Transaction, which was included in other income, net within the condensed consolidated statements of operations. In addition, the Company recorded total transaction costs of $2 and $5 for the three and six months ended June 30, 2021, respectively. The results of the title business were previously reported under the Xome segment. The carrying amounts of assets and liabilities associated with the title business ~~are~~were not material to the condensed consolidated balance sheets ~~and are reported~~as of December 31, 2020.

On July 1, 2021, the Company entered into a definitive agreement for the sale of its reverse servicing portfolio, operating under the ~~Xome~~Champion Mortgage brand (“Champion”), to Mortgage Assets Management, LLC and its affiliates (“MAM”). The reverse servicing operation was previously reported in the Company’s Servicing segment. The Company determined the sale of the reverse servicing portfolio qualified for reporting as discontinued operations as of June 30, 2021. As a result, the reverse servicing operation is presented as discontinued operations in the Company’s condensed consolidated statements of operations and the assets and liabilities of the reverse servicing operation are presented as discontinued operations in the Company’s condensed consolidated balance sheets for all periods presented. Unless otherwise indicated, information in this report relates to the Company’s continuing operations. Refer to Note 2, Discontinued Operations for further details.

Basis of Presentation

The interim condensed consolidated ~~interim~~ financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2020.

The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

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Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. Investments in certain companies over which the Company does not exert significant influence are accounted for as cost method investments. Intercompany balances and transactions on consolidated entities have been eliminated.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific borrowers, uncertainties in the economy from the COVID-19 pandemic, and such differences could be material.

7In the second quarter of 2021, the Company refined its estimation process for determining the fair value of forward MSRs by incorporating an estimate of future cash flows from existing loans that are expected to be recaptured, which is consistent with recent pricing observed from market participants. This refinement did not result in a significant change to the overall valuation of the Company’s mortgage servicing rights (“MSRs”) portfolio. See Note 3, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements for further discussion. There were no other changes to the Company’s use of estimates for the period ended June 30, 2021.

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Recent Accounting Guidance Adopted

Accounting Standards Update 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU 2019-12”) simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 including elimination of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items such as other comprehensive income. ASU 2019-12 also clarifies and amends certain guidance in Topic 740. ASU 2019-12 is effective for the Company on January 1, 2021. The adoption of the standard did not have a material impact to the Company’s condensed consolidated financial statements.

2. Discontinued Operations

On July 1, 2021, the Company entered into a definitive agreement for the sale of its reverse servicing portfolio, operating under Champion, to MAM. Upon close of the transaction, which is subject to regulatory approvals and other closing conditions, MAM will assume Champion’s reverse portfolio and related operations. The sale is expected to close prior to the end of 2021. The carrying amounts of assets and liabilities associated with the reverse servicing operation are reported under the Servicing segment. The Company determined reverse servicing operations met the criteria for classification as held for sale as of June 30, 2021 and represents a strategic shift in the Company’s operations. Therefore, the sale of the reverse servicing portfolio qualifies for reporting as discontinued operations, and the assets and liabilities of the reverse servicing portfolio are reported as discontinued operations in the condensed consolidated balance sheets and related results of operations are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented.

As part of the transaction, the Company entered into a servicing agreement with MAM, under which the Company will be compensated for continuing to service these reverse loans through the date that the loans are transferred out of Company’s servicing system, which will be the date of close. In addition, the Company will retain certain loans related to the reverse servicing portfolio, primarily related to previously liquidated loans, with total assets of $112 and total liabilities of $88 as of June 30, 2021.

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The following table sets forth the assets and liabilities included in discontinued operations:


	June 30, 2021		December 31, 2020
Carrying amounts of assets of discontinued operations
Restricted cash	$	77	$	83

Reverse mortgage interests, net	4,910		5,253

Other	9		11
Loss recognized on classification as discontinued operations	(61)		0
Total assets of discontinues operations	$	4,935	$	5,347

Carrying amounts of liabilities of discontinued operations
Advances and warehouse facilities, net	$	525	$	505
Payables and other liabilities	224		233
Mortgage servicing liabilities	42		41
Other nonrecourse debt, net	3,999		4,424
Total liabilities of discontinued operations	$	4,790	$	5,203

The following table sets forth the condensed consolidated statements of operations data for discontinued operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue - service related, net	$	1	$	12	$	9	$	26
Salaries, wages and benefits expense	(8)		(10)		(16)		(22)
General and administrative expense	71		(10)		64		(18)
Interest income	43		53		87		96
Interest expense	(30)		(50)		(64)		(103)
Loss on classification as discontinued operations	(61)		0		(61)		0
Income (loss) from discontinued operations before income tax expense (benefit)	16		(5)		19		(21)
Less: Income tax expense (benefit)	4		(1)		5		(5)
Net income (loss) from discontinued operations	$	12	$	(4)	$	14	$	(16)

3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities. In estimating the fair value of all mortgage servicing rights and related liabilities, the impact of the ~~COVID-19 pandemic~~current environment was considered in the determination of key assumptions.


MSRs and Related Liabilities	MSRs and Related Liabilities	March 31, 2021		December 31, 2020		MSRs and Related Liabilities	June 30, 2021		December 31, 2020
Forward MSRs - fair value	Forward MSRs - fair value	$	3,354	$	2,703	Forward MSRs - fair value	$	3,307	$	2,703
Reverse MSRs - amortized cost		5		5
Mortgage servicing rights		$	3,359	$	2,708

Mortgage servicing liabilities - amortized cost		$	38	$	41

Excess spread financing - fair value	Excess spread financing - fair value	$	934	$	934	Excess spread financing - fair value	$	867	$	934
Mortgage servicing rights financing - fair value	Mortgage servicing rights financing - fair value	23		33		Mortgage servicing rights financing - fair value	21		33
MSR related liabilities - nonrecourse at fair value	MSR related liabilities - nonrecourse at fair value	$	957	$	967	MSR related liabilities - nonrecourse at fair value	$	888	$	967

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Forward Mortgage Servicing Rights

The following table sets forth the activities of forward MSRs:


		Three Months Ended March 31,					Six Months Ended June 30,
Forward MSRs - Fair Value	Forward MSRs - Fair Value	2021		2020		Forward MSRs - Fair Value	2021		2020
Fair value - beginning of period	Fair value - beginning of period	$	2,703	$	3,496	Fair value - beginning of period	$	2,703	$	3,496
Additions:	Additions:					Additions:
Servicing retained from mortgage loans sold	Servicing retained from mortgage loans sold	288		123		Servicing retained from mortgage loans sold	554		249
Purchases of servicing rights	Purchases of servicing rights	67		24		Purchases of servicing rights	218		24
Dispositions:	Dispositions:					Dispositions:
Sales of servicing assets	Sales of servicing assets	(2)		0		Sales of servicing assets	(12)		0
Changes in fair value:	Changes in fair value:					Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model	Changes in valuation inputs or assumptions used in the valuation model	510		(401)		Changes in valuation inputs or assumptions used in the valuation model	270		(717)
Other changes in fair value		(212)		(133)
Changes in valuation due to amortization						Changes in valuation due to amortization	(460)		(338)
Other changes						Other changes	34		43
Fair value - end of period	Fair value - end of period	$	3,354	$	3,109	Fair value - end of period	$	3,307	$	2,757

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, the Company sold ~~$50~~$1,076 and ~~$40~~$71 in unpaid principal balance (“UPB”) of forward MSRs, of which $1,008 and NaN were retained by the Company as subservicer, respectively.

MSRs measured at fair value are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors primarily consist of government sponsored enterprises (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and the Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”), and the Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Non-agency investors consist of investors in private-label securitizations.

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The following table provides a breakdown of UPB and fair value for the Company’s forward MSRs:


		March 31, 2021				December 31, 2020					June 30, 2021				December 31, 2020
Forward MSRs - UPB and Fair Value Breakdown	Forward MSRs - UPB and Fair Value Breakdown	UPB		Fair Value		UPB		Fair Value		Forward MSRs - UPB and Fair Value Breakdown	UPB		Fair Value		UPB		Fair Value
Investor Pools	Investor Pools									Investor Pools
Agency	Agency	$	234,589	$	2,965	$	227,136	$	2,305	Agency	$	248,799	$	2,955	$	227,136	$	2,305
Non-agency	Non-agency	41,439		389		44,053		398		Non-agency	38,656		352		44,053		398
Total	Total	$	276,028	$	3,354	$	271,189	$	2,703	Total	$	287,455	$	3,307	$	271,189	$	2,703

In the second quarter of 2021, the Company refined its estimate of the fair value of forward MSRs by incorporating an estimate of future cash flows from existing loans that are expected to be recaptured. The estimate of future cash flows related to recapture is consistent with recent pricing observed from various market participants, including the Company’s independent, third-party valuation firms. As a result of considering the recapture rate, the Company adjusted its discount rate assumption in order to ensure that the fair value of forward MSRs remains consistent with current market participant pricing and was also corroborated with valuations provided by independent, third parties. The net impact on the overall forward MSRs fair value was not significant during the three and six months ended June 30, 2021. Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of forward MSRs.

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The following table shows the hypothetical effect on the fair value of the Company’s forward MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:


		Discount Rate				Total Prepayment Speeds				Cost to Service per Loan					Discount Rate				Total Prepayment Speeds				Cost to Service per Loan
Forward MSRs - Hypothetical Sensitivities	Forward MSRs - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change		Forward MSRs - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change
March 31, 2021
June 30, 2021														June 30, 2021
Mortgage servicing rights	Mortgage servicing rights	$	(142)	$	(273)	$	(187)	$	(360)	$	(49)	$	(99)	Mortgage servicing rights	$	(112)	$	(216)	$	(139)	$	(268)	$	(43)	$	(87)

December 31, 2020	December 31, 2020													December 31, 2020
Mortgage servicing rights	Mortgage servicing rights	$	(100)	$	(192)	$	(181)	$	(347)	$	(45)	$	(89)	Mortgage servicing rights	$	(100)	$	(192)	$	(181)	$	(347)	$	(45)	$	(89)

~~Reverse Mortgage Servicing Rights and Liabilities - Amortized Cost~~

The Company services certain Home Equity Conversion Mortgage (“HECM”) reverse mortgage loans with an unpaid principal balance of $17,269 and $18,091 as of March 31, 2021 and December 31, 2020, respectively. The following table sets forth the activities of reverse MSRs and mortgage servicing liabilities (“MSL”):

Three Months Ended March 31,
2021 2020
Reverse MSRs and MSLs - Amortized Cost Reverse MSRs Reverse MSLs Reverse MSRs Reverse MSLs
Balance - beginning of period $ 5 $ 41 $ 6 $ 61
Amortization/accretion 0 (3) 0 (8)
Balance - end of the period $ 5 $ 38 $ 6 $ 53
Fair value - end of period $ 5 $ 38 $ 6 $ 27

~~Management evaluates reverse MSRs and MSLs each reporting period for impairment. Based on management’s assessment at March 31, 2021, 0 impairment or increased obligation was recorded.~~

Excess Spread Financing - Fair Value

The Company had excess spread financing liability of $867 and $934 as of ~~March 31,~~June 30, 2021 and December 31, ~~2020.~~2020, respectively. Refer to Note 13, Fair Value Measurements, for ~~further discussion on~~ key weighted-average inputs and assumptions used in the valuation of excess spread financing.

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The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:


		Discount Rate				Prepayment Speeds					Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
March 31, 2021
June 30, 2021										June 30, 2021
Excess spread financing	Excess spread financing	$	33	$	68	$	36	$	75	Excess spread financing	$	30	$	61	$	34	$	70

December 31, 2020	December 31, 2020									December 31, 2020
Excess spread financing	Excess spread financing	$	30	$	62	$	41	$	84	Excess spread financing	$	30	$	62	$	41	$	84

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

The Company had MSR financing liability of ~~$23~~$21 and $33 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Refer to Note 13, Fair Value Measurements, for ~~further discussion on~~ key weighted-average inputs and assumptions used in the valuation of the MSR financing liability.

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Servicing Segment Revenues

The following table sets forth the items comprising total revenues for the Servicing segment:


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
Total Revenues - Servicing	Total Revenues - Servicing	2021		2020			Total Revenues - Servicing	2021		2020		2021		2020
Contractually specified servicing fees(1)	Contractually specified servicing fees(1)	$	276	$	297		Contractually specified servicing fees(1)	$	275	$	285	$	551	$	582
Other service-related income(1)	Other service-related income(1)	145		49			Other service-related income(1)	214		62		359		111
Incentive and modification income(1)	Incentive and modification income(1)	14		10			Incentive and modification income(1)	14		8		28		18
Late fees(1)	Late fees(1)	18		27			Late fees(1)	16		20		34		47
Reverse servicing fees		5		6

Mark-to-market adjustments(2)	Mark-to-market adjustments(2)	354		(383)			Mark-to-market adjustments(2)	(180)		(261)		174		(644)
Counterparty revenue share(3)	Counterparty revenue share(3)	(83)		(76)			Counterparty revenue share(3)	(76)		(88)		(159)		(164)
Amortization, net of accretion(4)	Amortization, net of accretion(4)	(153)		(76)			Amortization, net of accretion(4)	(158)		(107)		(314)		(191)
Total revenues - Servicing	Total revenues - Servicing	$	576	$	(146)		Total revenues - Servicing	$	105	$	(81)	$	673	$	(241)

(1)The Company recognizes revenue on an earned basis for services performed. Amounts include subservicing related revenues.

(2)Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was ~~$12~~$8 and ~~$10 during~~$3 for the three months ended ~~March 31,~~June 30, 2021 and 2020 and $20 and $13 for the six months ended June 30, 2021 and 2020, respectively.

(3)Counterparty revenue share represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements and the payments made associated with MSR financing arrangements.

(4)Amortization is net of excess spread ~~accretion~~accretion of ~~$76~~$70 and ~~$68 and MSL accretion of $3 and $8~~$79 during the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, amortization is net of excess spread accretion of $146 and $147, respectively.

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3.4. Advances and Other Receivables

Advances and other receivables, net, consists of the following:


Advances and Other Receivables, Net	Advances and Other Receivables, Net	March 31, 2021		December 31, 2020		Advances and Other Receivables, Net	June 30, 2021		December 31, 2020
Servicing advances, net of $63 and $72 purchase discount, respectively		$	882	$	975
Servicing advances, net of $26 and $72 purchase discount, respectively						Servicing advances, net of $26 and $72 purchase discount, respectively	$	856	$	975
Receivables from agencies, investors and prior servicers, net of $20 and $21 purchase discount, respectively	Receivables from agencies, investors and prior servicers, net of $20 and $21 purchase discount, respectively	162		173		Receivables from agencies, investors and prior servicers, net of $20 and $21 purchase discount, respectively	172		173
Reserves	Reserves	(206)		(208)		Reserves	(191)		(208)
Total advances and other receivables, net	Total advances and other receivables, net	$	838	$	940	Total advances and other receivables, net	$	837	$	940

The following table sets forth the activities of the servicing reserves for advances and other receivables:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
Reserves for Advances and Other Receivables	Reserves for Advances and Other Receivables	2021		2020		Reserves for Advances and Other Receivables	2021		2020		2021		2020
Balance - beginning of period	Balance - beginning of period	$	208	$	168	Balance - beginning of period	$	206	$	193	$	208	$	168
Provision and other additions(1)	Provision and other additions(1)	15		30		Provision and other additions(1)	26		29		41		59
Write-offs	Write-offs	(17)		(5)		Write-offs	(41)		(6)		(58)		(11)
Balance - end of period	Balance - end of period	$	206	$	193	Balance - end of period	$	191	$	216	$	191	$	216

(1)The Company recorded a provision of ~~$12~~$8 and ~~$10~~$3 through the MTM adjustments in revenues - service related, net, in the unaudited condensed consolidated statements of operations during the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $20 and $13 during the six months ended June 30, 2021 and 2020, respectively, for inactive and liquidated loans that are no longer part of the MSR portfolio. Other additions represent reclassifications of required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.

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Purchase Discount for Advances and Other Receivables

The following tables set forth the activities of the purchase discounts for advances and other receivables:


		Three Months Ended March 31,									Three Months Ended June 30,
		2021				2020					2021				2020
Purchase Discount for Advances and Other Receivables	Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	Balance - beginning of period	$	72	$	21	$	131	$	21	Balance - beginning of period	$	63	$	20	$	125	$	21
Utilization of purchase discounts	Utilization of purchase discounts	(9)		(1)		(6)		0		Utilization of purchase discounts	(37)		0		(8)		0
Balance - end of period	Balance - end of period	$	63	$	20	$	125	$	21	Balance - end of period	$	26	$	20	$	117	$	21


	Six Months Ended June 30,
	2021				2020
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	72	$	21	$	131	$	21
Utilization of purchase discounts	(46)		(1)		(14)		0
Balance - end of period	$	26	$	20	$	117	$	21

Credit Loss for Advances and Other Receivables

During the three and six months ended ~~March 31,~~June 30, 2021, ~~and 2020,~~ the Company increased the current expected credit loss (“CECL”) reserve by $1$3 and ~~$6,~~$4, respectively. During the three and six months ended June 30, 2020, the Company increased the CECL reserve by $8 and $14, respectively. As of ~~March 31,~~June 30, 2021, the total CECL reserve was ~~$39,~~$42, of which ~~$22~~$25 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively. As of June 30, 2020, the total CECL reserve was $31, of which $14 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively. ~~As of March 31, 2020, the total CECL reserve was $23, of which $6 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively.~~

The Company determined that the credit-related risk associated with applicable financial instruments typically increase with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time ofof 39 months. AnyAny projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required.

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~~4. Reverse Mortgage Interests~~

~~Reverse mortgage interests, net, consists of the following:~~

Reverse Mortgage Interests, Net March 31, 2021 December 31, 2020
Participating interests in HECM mortgage-backed securities (“HMBS”) $ 3,304 $ 3,471
Unsecuritized interests 972 964
Other interests securitized 908 945
Purchase discount, net (93) (127)
Total reverse mortgage interests, net $ 5,091 $ 5,253

~~Participating Interests in HMBS~~

~~The Company does not originate reverse mortgages, but during the three months ended March 31, 2021 and 2020, a total of~~ ~~$33 and $52 in UPB associated with new draws on existing loans was transferred to GNMA and securitized by the Company, respectively.~~

~~Other Interests Securitized~~

The reverse mortgage interests under other interest securitized have been transferred to private securitization trusts and are accounted for as a secured borrowing. No such securitization occurred during the three months ended March 31, 2021 and 2020.

~~Unsecuritized Interests~~

~~Unsecuritized interests in reverse mortgages consist of the following:~~

Unsecuritized Interests March 31, 2021 December 31, 2020
Repurchased HECM loans (exceeds 98% of their Max Claim Amount (“MCA”)) $ 699 $ 665
HECM related receivables(1)
180 208
Funded borrower draws not yet securitized 77 72
Real estate owned (“REO”) related receivables 16 19
Total unsecuritized interests $ 972 $ 964

~~(1)~~HECM related receivables consist primarily of receivables from FNMA for corporate advances and service fees and claims receivables from the U.S. Department of Housing and Urban Development (“HUD”) on reverse mortgage interests.

The Company repurchased a total of $216 and $383 of HECM loans out of GNMA HMBS securitizations during the three months ended March 31, 2021 and 2020, respectively, of which $66 and $103 were subsequently assigned to a third party in accordance with applicable servicing agreements, respectively. To the extent a loan is not subject to applicable servicing agreements and assigned to a third party, the loan is either subject to assignment to HUD, per contractual obligations with GNMA, liquidated via a payoff from the borrower or liquidated via a foreclosure according to the terms of the underlying mortgage. The Company assigned a total of $137 and $266 of HECM loans to HUD during the three months ended March 31, 2021 and 2020, respectively.

~~Purchase Discount, net, for Reverse Mortgage Interests~~

~~The following table sets forth the activities of the purchase discounts, net, for reverse mortgage interests:~~

Three Months Ended March 31,
Purchase Discount, Net, for Reverse Mortgage Interests(1)
2021 2020
Balance - beginning of period $ (127) $ (114)
Utilization of purchase discounts(2)
35 10
Amortization, net of accretion (1) (25)
Balance - end of period $ (93) $ (129)

~~(1)Net position as certain items are in a premium/(discount) position, based on the characteristics of underlying tranches of loans.~~

~~(2)Utilization of purchase discounts on liquidated loans, for which the remaining receivable was written off.~~

~~Table of~~ ~~Contents~~

~~Credit Loss for Reverse Mortgage Interests~~

The Company determined that credit-related losses are immaterial given the government insured nature of the HECM loan product. Any expected credit-related losses are contemplated in the Company’s existing reserve methodology due to the nature of this financial instrument.Accordingly, no cumulative effect adjustment was required upon adoption of CECL related accounting guidance on January 1, 2020 and no additional CECL reserve was recorded as of March 31, 2021 and 2020.

The credit-risk characteristics of reverse mortgage interests do not vary with time as the financial instruments have no contractual life or financial profile as the primary counterparty is the government agency insuring the loans.

~~Reverse Mortgage Interest Income~~

~~Total interest earned on the Company’s participating interest in reverse mortgages was $40 and $62 during the three months ended March 31, 2021 and 2020, respectively.~~

5. Mortgage Loans Held for Sale

Mortgage loans held for sale are recorded at fair value as set forth below:


Mortgage Loans Held for Sale	Mortgage Loans Held for Sale	March 31, 2021		December 31, 2020		Mortgage Loans Held for Sale	June 30, 2021		December 31, 2020
Mortgage loans held for sale – UPB	Mortgage loans held for sale – UPB	$	6,204	$	5,438	Mortgage loans held for sale – UPB	$	6,706	$	5,438
Mark-to-market adjustment(1)	Mark-to-market adjustment(1)	147		282		Mark-to-market adjustment(1)	255		282
Total mortgage loans held for sale	Total mortgage loans held for sale	$	6,351	$	5,720	Total mortgage loans held for sale	$	6,961	$	5,720

(1)The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in net gain on mortgage loans held for sale in the unaudited condensed consolidated statements of ~~operations~~.operations.

Table of Contents

The following table sets forth the activities of mortgage loans held for sale:


		Three Months Ended March 31,					Six Months Ended June 30,
Mortgage Loans Held for Sale	Mortgage Loans Held for Sale	2021		2020		Mortgage Loans Held for Sale	2021		2020
Balance - beginning of period	Balance - beginning of period	$	5,720	$	4,077	Balance - beginning of period	$	5,720	$	4,077
Loans sold	Loans sold	(26,734)		(13,510)		Loans sold	(52,128)		(26,149)
Mortgage loans originated and purchased, net of fees	Mortgage loans originated and purchased, net of fees	25,214		12,375		Mortgage loans originated and purchased, net of fees	47,560		23,110
Repurchase of loans out of Ginnie Mae securitizations	Repurchase of loans out of Ginnie Mae securitizations	2,255		919		Repurchase of loans out of Ginnie Mae securitizations	5,812		2,092
Net change in unrealized (loss) gain on loans held for sale		(105)		61
Net change in unrealized (loss) gain on retained loans held for sale						Net change in unrealized (loss) gain on retained loans held for sale	(5)		42
Net transfers of mortgage loans held for sale(1)	Net transfers of mortgage loans held for sale(1)	1		0		Net transfers of mortgage loans held for sale(1)	2		7
Balance - end of period	Balance - end of period	$	6,351	$	3,922	Balance - end of period	$	6,961	$	3,179

(1)Amount reflects transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, the Company received proceeds of ~~$27,152~~$52,923 and ~~$13,724,~~$26,606, respectively, on the sale of mortgage loans held for sale, resulting in gains of ~~$418~~$795 and ~~$214,~~$457, respectively.

The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:


		March 31, 2021				December 31, 2020					June 30, 2021				December 31, 2020
Mortgage Loans Held for Sale	Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value		Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value
Non-accrual(1)	Non-accrual(1)	$	67	$	54	$	64	$	54	Non-accrual(1)	$	1,178	$	1,216	$	64	$	54

(1)Non-accrual UPB includes $1,149 and $48 of UPB related to Ginnie Mae repurchased loans as of ~~March 31,~~June 30, 2021 and December 31, ~~2020.~~2020, respectively.

The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was ~~$18~~$19 and $20 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

~~Table of~~ ~~Contents~~

6. Loans Subject to Repurchase from Ginnie Mae

Forward loans are sold to Ginnie Mae in conjunction with the issuance of mortgage backed securities. The Company, as the issuer of the mortgage backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from borrowers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repurchase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of ~~$5,816~~$4,057 and $6,159 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, which are included in both other assets and payables and other liabilities in the condensed consolidated balance sheets. Loans subject to repurchase from Ginnie Mae as of ~~March 31,~~June 30, 2021 and December 31, 2020 include ~~$5,557~~ $3,825 and $5,879 loans in forbearance related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), respectively, whereby no payments have been received from borrowers for greater than 90 days.

7. Goodwill and Intangible Assets

The Company had goodwill of $120 as of ~~March 31,~~June 30, 2021 and December 31, 2020. The Company had intangible assets of ~~$30~~$22 and ~~$34~~$31 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. Goodwill and intangible assets are included in other assets within the condensed consolidated balance sheets.

Table of Contents

8. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to originations. Derivative instruments utilized by the Company primarily include interest rate lock commitments (“IRLCs”), loan purchase commitments (“LPCs”), forward Mortgage Backed Securities (“MBS”) purchase commitments, Eurodollar and Treasury futures and interest rate swap agreements. The changes in value on the derivative instruments are recorded in earnings as a component of net gain on mortgage loans held for sale on the condensed consolidated statements of operations and condensed consolidated statement of cash flows, except for a portion of forward MBS trades to hedge MSR pipelines and related fair value changes, which is recorded in service related, net on the condensed consolidated statements of operations and in changes in other assets or other liabilities on the condensed consolidated statements of cash flows.

The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments:


			March 31, 2021				Three Months Ended March 31, 2021				June 30, 2021				Six Months Ended June 30, 2021
Derivative Financial Instruments	Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)		Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets	Assets								Assets
Mortgage loans held for sale	Mortgage loans held for sale								Mortgage loans held for sale
Loan sale commitments	Loan sale commitments	2021	$	2,341	$	42	$	(60)	Loan sale commitments	2021	$	1,514	$	39	$	(63)
Derivative financial instruments	Derivative financial instruments								Derivative financial instruments
IRLCs	IRLCs	2021	8,950		232		(182)		IRLCs	2021	6,730		204		(210)
LPCs	LPCs	2021	1,165		8		(30)		LPCs	2021	1,984		10		(28)
Forward MBS trades	Forward MBS trades	2021	22,566		286		249		Forward MBS trades	2021	9,749		27		(10)
Swap futures									Swap futures	2021	60		0		0
Total derivative financial instruments - assets	Total derivative financial instruments - assets		$	32,681	$	526	$	37	Total derivative financial instruments - assets		$	18,523	$	241	$	(248)
Liabilities	Liabilities								Liabilities
Derivative financial instruments	Derivative financial instruments								Derivative financial instruments
IRLCs	IRLCs	2021	$	240	$	1	$	1	IRLCs	2021	$	9	$	0	$	0
LPCs	LPCs	2021	3,974		38		37		LPCs	2021	708		1		0
Forward MBS trades	Forward MBS trades	2021	6,341		76		(80)		Forward MBS trades	2021	11,747		25		(131)
Swap futures		2021	60		1		1

Total derivative financial instruments - liabilities	Total derivative financial instruments - liabilities		$	10,615	$	116	$	(41)	Total derivative financial instruments - liabilities		$	12,464	$	26	$	(131)

1417

~~Tabl~~eTable of Contents


			March 31, 2020				Three Months Ended March 31, 2020				June 30, 2020				Six Months Ended June 30, 2020
Derivative Financial Instruments	Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)		Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets	Assets								Assets
Mortgage loans held for sale	Mortgage loans held for sale								Mortgage loans held for sale
Loan sale commitments	Loan sale commitments	2020	$	2,598	$	111	$	79	Loan sale commitments	2020	$	1,673	$	81	$	48
Derivative financial instruments	Derivative financial instruments								Derivative financial instruments
IRLCs	IRLCs	2020	6,923		263		128		IRLCs	2020	9,227		370		235
LPCs	LPCs	2020	834		25		13		LPCs	2020	1,823		18		6
Forward MBS trades	Forward MBS trades	2020	886		6		0		Forward MBS trades	2020	1,239		3		(3)
Eurodollar futures	Eurodollar futures	2020-2021	6		0		0		Eurodollar futures	2020-2021	6		0		0
Total derivative financial instruments - assets	Total derivative financial instruments - assets		$	8,649	$	294	$	141	Total derivative financial instruments - assets		$	12,295	$	391	$	238
Liabilities	Liabilities								Liabilities
Derivative financial instruments	Derivative financial instruments								Derivative financial instruments
IRLCs		2020	$	22	$	0	$	0
LPCs	LPCs	2020	10		0		(3)		LPCs	2020	$	55	$	0	$	(2)
Forward MBS trades	Forward MBS trades	2020	10,229		223		211		Forward MBS trades	2020	10,119		50		37
Eurodollar futures	Eurodollar futures	2020-2021	6		0		0		Eurodollar futures	2020-2021	5		0		0
Total derivative financial instruments - liabilities	Total derivative financial instruments - liabilities		$	10,267	$	223	$	208	Total derivative financial instruments - liabilities		$	10,179	$	50	$	35

~~As of March 31, 2021, the~~The Company held $2 aand ~~nd $113 in collateral deposits and collateral obligations on derivative instruments, respectively. As of December 31, 2020 the Company held $61~~ $61in collateral deposits on derivative ~~instruments. Collateral deposits~~instruments as of June 30, 2021 and ~~collateral obligations~~December 31, 2020, respectively, which are recorded in other assets ~~and payable and other liabilities, respectively,~~ in the Company’s condensed consolidated balance sheets. The Company does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments in the condensed consolidated balance sheets.

9. Indebtedness

Advance and Warehouse Facilities


							March 31, 2021				December 31, 2020										June 30, 2021				December 31, 2020
		Interest Rate	Maturity Date	Collateral	Capacity Amount		Outstanding		Collateral Pledged		Outstanding		Collateral Pledged			Interest Rate	Maturity Date	Collateral	Capacity Amount		Outstanding		Collateral Pledged		Outstanding		Collateral Pledged
Advance Facilities	Advance Facilities														Advance Facilities
$875 advance facility	$875 advance facility	CP+2.0% to 6.5%	January 2022	Servicing advance receivables	$	875	$	140	$	165	$	168	$	195	$875 advance facility	CP+2.0% to 6.5%	January 2022	Servicing advance receivables	$	875	$	143	$	168	$	168	$	195
$640 advance facility(1)	$640 advance facility(1)	LIBOR+3.9%	August 2022	Servicing advance receivables	640		231		299		235		305		$640 advance facility(1)	LIBOR+3.9%	August 2022	Servicing advance receivables	640		201		264		235		305
$425 advance facility	$425 advance facility	LIBOR+1.6% to 6.5%	October 2021	Servicing advance receivables	425		197		250		192		246		$425 advance facility	LIBOR+1.7% to 6.5%	October 2021	Servicing advance receivables	425		167		219		192		246
$100 advance facility	$100 advance facility	LIBOR+2.5%	January 2022	Servicing advance receivables	100		70		92		74		98		$100 advance facility	LIBOR+2.5%	January 2022	Servicing advance receivables	100		66		69		74		98
Advance facilities principal amount	Advance facilities principal amount						638		806		669		844		Advance facilities principal amount						577		720		669		844

Warehouse Facilities	Warehouse Facilities														Warehouse Facilities
$2,500 warehouse facility(2)	$2,500 warehouse facility(2)	LIBOR+1.6% to 1.9%	October 2021	Mortgage loans or MBS	2,500		1,442		1,495		1,003		1,037		$2,500 warehouse facility(2)	LIBOR+1.6% to 1.9%	October 2021	Mortgage loans or MBS	2,500		1,374		1,424		1,003		1,037
$2,000 warehouse facility(3)	$2,000 warehouse facility(3)	LIBOR+1.6% to 2.0%	February 2023	Mortgage loans or MBS	2,000		940		1,055		339		392		$2,000 warehouse facility(3)	LIBOR+1.5% to 1.8%	February 2023	Mortgage loans or MBS	2,000		1,968		2,124		339		392
$1,500 warehouse facility	$1,500 warehouse facility	LIBOR+1.5%	June 2021	Mortgage loans or MBS	1,500		867		838		1,081		1,028		$1,500 warehouse facility	LIBOR+1.5%	June 2022	Mortgage loans or MBS	1,500		607		584		1,081		1,028
$1,350 warehouse facility~~(3)~~(5)	$1,350 warehouse facility~~(3)~~(5)	LIBOR+1.7% to 3.9%	September 2022	Mortgage loans or MBS	1,350		918		990		1,067		1,128		$1,350 warehouse facility~~(3)~~(5)	LIBOR+1.8% to 3.9%	September 2022	Mortgage loans or MBS	1,350		1,018		1,065		951		977
$1,200 warehouse facility(5)															$1,200 warehouse facility(5)	LIBOR+1.8% to 3.0%	November 2021	Mortgage loans or MBS	1,200		293		303		586		607
$750 warehouse facility															$750 warehouse facility	LIBOR+1.8% to 2.3%	August 2021	Mortgage loans or MBS	750		400		412		477		492
$750 warehouse facility															$750 warehouse facility	LIBOR+1.7% to 2.8%	October 2021	Mortgage loans or MBS	750		303		313		562		574
$600 warehouse facility(5)															$600 warehouse facility(5)	LIBOR+2.5%	February 2022	Mortgage loans or MBS	600		77		78		0		0
$500 warehouse facility															$500 warehouse facility	LIBOR+1.5% to 3.0%	June 2023	Mortgage loans or MBS	500		0		0		0		0
$500 warehouse facility(5)															$500 warehouse facility(5)	LIBOR+1.5% to 4.0%	June 2022	Mortgage loans or MBS	500		146		145		0		0
$300 warehouse facility															$300 warehouse facility	LIBOR+1.4%	January 2022	Mortgage loans or MBS	300		93		94		163		164
$200 warehouse facility															$200 warehouse facility	LIBOR+1.8%	August 2021	Mortgage loans or MBS	200		180		184		131		134
$50 warehouse facility															$50 warehouse facility	LIBOR+1.8% to 4.8%	April 2022	Mortgage loans or MBS	50		11		15		37		42
$30 warehouse facility(5)(6)															$30 warehouse facility(5)(6)	LIBOR+3.3%	January 2022	Mortgage loans or MBS	30		0		0		0		0
Warehouse facilities principal amount															Warehouse facilities principal amount						6,470		6,741		5,330		5,447

MSR Facilities															MSR Facilities
$260 warehouse facility(1)															$260 warehouse facility(1)	LIBOR+3.9%	August 2022	MSR	260		260		865		260		668
$200 warehouse facility															$200 warehouse facility	LIBOR+3.5%	August 2021	MSR	200		0		517		0		247
$150 warehouse facility(4)															$150 warehouse facility(4)	LIBOR+3.8%	September 2022	MSR	150		0		453		0		228
$50 warehouse facility															$50 warehouse facility	LIBOR+3.3%	November 2022	MSR	50		10		72		10		74
MSR facilities principal amount															MSR facilities principal amount						270		1,907		270		1,217

Advance, warehouse and MSR facilities principal amount															Advance, warehouse and MSR facilities principal amount						7,317		$	9,368	6,269		$	7,508
Unamortized debt issuance costs															Unamortized debt issuance costs						(7)				(11)
Advance and warehouse facilities, net															Advance and warehouse facilities, net						$	7,310			$	6,258

Pledged Collateral for warehouse and MSR facilities:															Pledged Collateral for warehouse and MSR facilities:
Mortgage loans held for sale															Mortgage loans held for sale						$	6,470	$	6,741	$	5,330	$	5,447
MSR															MSR						270		1,907		270		1,217

1519

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March 31, 2021 December 31, 2020
Interest Rate Maturity Date Collateral Capacity Amount Outstanding Collateral Pledged Outstanding Collateral Pledged
$1,200 warehouse facility LIBOR+1.8% to 3.0% November 2021 Mortgage loans or MBS 1,200 497 543 787 839
$750 warehouse facility LIBOR+1.8% to 2.3% August 2021 Mortgage loans or MBS 750 612 631 477 492
$750 warehouse facility LIBOR+1.7% to 2.8% October 2021 Mortgage loans or MBS 750 535 549 562 574
$600 warehouse facility LIBOR+2.5% February 2022 Mortgage loans or MBS 600 332 374 187 222
$500 warehouse facility LIBOR+2.5% to 4.0% May 2021 Mortgage loans or MBS 500 0 0 0 0
$300 warehouse facility LIBOR+1.4% January 2022 Mortgage loans or MBS 300 129 130 163 164
$250 warehouse facility LIBOR+1.4% to 2.3% May 2021 Mortgage loans or MBS 250 1 1 0 0
$200 warehouse facility LIBOR+1.8% July 2021 Mortgage loans or MBS 200 169 173 131 134
$50 warehouse facility LIBOR+1.8% to 4.8% June 2021 Mortgage loans or MBS 50 36 43 37 42
$30 warehouse facility(4)
LIBOR+3.3% January 2022 Mortgage loans or MBS 30 2 2 1 1
Warehouse facilities principal amount 6,480 6,824 5,835 6,053
MSR Facilities
$260 warehouse facility(1)
LIBOR+3.9% August 2022 MSR 260 260 838 260 668
$200 warehouse facility LIBOR+3.5% August 2021 MSR 200 0 471 0 247
$150 warehouse facility(3)
LIBOR+3.8% September 2022 MSR 150 0 438 0 228
$50 warehouse facility LIBOR+3.3% November 2022 MSR 50 10 80 10 74
MSR facilities principal amount 270 1,827 270 1,217
Advance, warehouse and MSR facilities principal amount 7,388 $ 9,457 6,774 $ 8,114
Unamortized debt issuance costs (9) (11)
Advance and warehouse facilities, net $ 7,379 $ 6,763
Pledged Collateral for warehouse and MSR facilities:
Mortgage loans held for sale $ 5,970 $ 6,210 $ 5,330 $ 5,447
Reverse mortgage interests 510 614 505 606
MSR 270 1,827 270 1,217

(1)Total capacity for this facility is $900, of which $640 is internally allocated for advance financing and $260 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations.

(2)The capacity amount for this warehouse facility increased from ~~$1,500~~$1,500 to $2,500 in 2021.

(3)The capacity amount for this warehouse facility subsequently increased from $2,000 to $4,000 in July 2021.

(4)Total capacity amount for this facility is $1,500, of which $150 is a sublimit for MSR financing.

~~(4)~~(5)The outstanding and collateral pledged amounts excluded balances related to reverse mortgage interests, which are included in liabilities of discontinued operations. Refer to Note 2, Discontinued Operations for further details on liabilities of discontinued operations.

(6)The capacity amount for this warehouse facility decreased ~~from~~from $40 to $30 in 2021.

Unsecured Senior Notes

Unsecured senior notes consist of the following:


Unsecured Senior Notes	Unsecured Senior Notes	March 31, 2021		December 31, 2020		Unsecured Senior Notes	June 30, 2021		December 31, 2020
$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$	850	$	850	$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$	850	$	850
$650 face value, 5.125% interest rate payable semi-annually, due December 2030	$650 face value, 5.125% interest rate payable semi-annually, due December 2030	650		650		$650 face value, 5.125% interest rate payable semi-annually, due December 2030	650		650
$600 face value, 6.000% interest rate payable semi-annually, due January 2027	$600 face value, 6.000% interest rate payable semi-annually, due January 2027	600		600		$600 face value, 6.000% interest rate payable semi-annually, due January 2027	600		600
Unsecured senior notes principal amount	Unsecured senior notes principal amount	2,100		2,100		Unsecured senior notes principal amount	2,100		2,100
Unamortized debt issuance costs	Unamortized debt issuance costs	(26)		(26)		Unamortized debt issuance costs	(25)		(26)
Unsecured senior notes, net	Unsecured senior notes, net	$	2,074	$	2,074	Unsecured senior notes, net	$	2,075	$	2,074

~~Table of Contents~~

The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. NoNaN notes were repurchased or redeemed during ~~the~~ the six months ended June 30, 2021 and three months ended ~~March 31, 2021~~. June 30, 2020. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company repaid ~~$100~~$100 in principal of outstanding ~~notes. Additionally, the Company~~notes, and redeemed $598 in principal of outstanding notes, ~~during the three months ended March 31, 2020,~~ resulting in a gain of $1.

As of ~~March 31,~~June 30, 2021, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:


Year Ending December 31,	Amount
2021 through 2025	$	0
Thereafter	2,100
Total unsecured senior notes principal amount	$	2,100

~~Other Nonrecourse Debt~~

~~Other nonrecourse debt consists of the following:~~

March 31, 2021 December 31, 2020
Other Nonrecourse Debt Issue Date Maturity Date Interest Rate Class of Note Collateral Amount Outstanding Outstanding
Participating interest financing(1)
— — 0.3%-5.6% — $ 0 $ 3,306 $ 3,473
Securitization of nonperforming HECM loans
Trust 2020-1 September 2020 September 2030 1.3%-7.5% A, M1, M2, M3, M4, M5 489 471 490
Trust 2019-2 November 2019 November 2029 2.3%-6.0% A, M1, M2, M3, M4, M5 254 232 241
Trust 2019-1 June 2019 June 2029 2.7%-6.0% A, M1, M2, M3, M4, M5 231 203 212
Other nonrecourse debt principal amount 4,212 4,416
Unamortized premium, net of debt issuance costs and discount 9 8
Other nonrecourse debt, net $ 4,221 $ 4,424

~~(1)Amounts represent the Company’s participating interest in GNMA HMBS securitized portfolios.~~

Financial Covenants

The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at the Company’s operating subsidiary, Nationstar Mortgage LLC. The Company was in compliance with its required financial covenants as of ~~March 31,~~June 30, 2021.

~~Table of Contents~~

10. Securitizations and Financings

Variable Interest Entities

In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets.

The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities. ~~Also, the Company consolidated certain reverse mortgage SPEs as it is the primary beneficiary of each of these entities. These SPEs include the Nationstar HECM Loan Trusts.~~

Table of Contents

A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:


		March 31, 2021				December 31, 2020					June 30, 2021		December 31, 2020
Consolidated Transactions with VIEs	Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Reverse Secured Borrowings		Transfers Accounted for as Secured Borrowings		Reverse Secured Borrowings		Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
Assets	Assets									Assets
Restricted cash	Restricted cash	$	80	$	27	$	47	$	23	Restricted cash	$	44	$	47
Advances and other receivables, net	Advances and other receivables, net	415		0		441		0		Advances and other receivables, net	387		441
Reverse mortgage interests, net(1)		0		4,159		0		4,356
Total assets	Total assets	$	495	$	4,186	$	488	$	4,379	Total assets	$	431	$	488

Liabilities	Liabilities									Liabilities
Advance facilities(2)		$	337	$	0	$	358	$	0
Advance facilities(1)										Advance facilities(1)	$	310	$	358
Payables and other liabilities	Payables and other liabilities	0		0		1		0		Payables and other liabilities	0		1
Participating interest financing		0		3,306		0		3,473
HECM Securitizations (HMBS)
Trust 2020-1		0		471		0		490
Trust 2019-2		0		232		0		241
Trust 2019-1		0		203		0		212
Total liabilities	Total liabilities	$	337	$	4,212	$	359	$	4,416	Total liabilities	$	310	$	359

(1)~~Amounts include net purchase discount of~~ ~~$53 and $61 as of March 31, 2021 and December 31, 2020, respectively.~~

~~(2)~~Refer to advance facilities in Note 9, Indebtedness, for additional information.

The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:


Unconsolidated Securitization Trusts	Unconsolidated Securitization Trusts	March 31, 2021		December 31, 2020		Unconsolidated Securitization Trusts	June 30, 2021		December 31, 2020
Total collateral balances - UPB	Total collateral balances - UPB	$	1,283	$	1,326	Total collateral balances - UPB	$	1,230	$	1,326
Total certificate balances	Total certificate balances	$	1,281	$	1,329	Total certificate balances	$	1,229	$	1,329

The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of ~~March 31,~~June 30, 2021 and December 31, ~~2020 and therefore~~2020. Therefore, it does not have a significant maximum exposure to loss related to these unconsolidated VIEs.

A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:


Principal Amount of Transferred Loans 60 Days or More Past Due	Principal Amount of Transferred Loans 60 Days or More Past Due	March 31, 2021		December 31, 2020		Principal Amount of Transferred Loans 60 Days or More Past Due	June 30, 2021		December 31, 2020
Unconsolidated securitization trusts	Unconsolidated securitization trusts	$	147	$	154	Unconsolidated securitization trusts	$	141	$	154

~~Table of Contents~~

11. Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series A Preferred Stock is considered participating securities because it has dividend rights determined on an as-converted basis in the event of Company’s declaration of a dividend or distribution for common shares. On March 26, 2021, the Company repurchased 3,700 thousand shares of its common stock from affiliates of Kohlberg Kravis Roberts & Co. L.P., a related party of the Company, for a total cost of $119 or $32.25 per share.

Table of Contents

The following table sets forth the computation of basic and diluted net income (loss) per common share (amounts in millions, except per share amounts):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
Computation of Earnings Per Share	Computation of Earnings Per Share	2021		2020			Computation of Earnings Per Share	2021		2020		2021		2020
Net income (loss) from continuing operations							Net income (loss) from continuing operations	$	427	$	77	$	986	$	(82)
Less: Net loss attributable to non-controlling interests							Less: Net loss attributable to non-controlling interests	0		0		0		(3)
Less: Undistributed earnings from continuing operations attributable to participating stockholders							Less: Undistributed earnings from continuing operations attributable to participating stockholders	4		1		9		0
Net income (loss) from continuing operations attributable to Mr. Cooper common stockholders							Net income (loss) from continuing operations attributable to Mr. Cooper common stockholders	$	423	$	76	$	977	$	(79)

Net income (loss) from discontinued operations							Net income (loss) from discontinued operations	$	12	$	(4)	$	14	$	(16)
Less: Undistributed earnings from discontinued operations attributable to participating stockholders							Less: Undistributed earnings from discontinued operations attributable to participating stockholders	0		0		0		0
Net income (loss) from discontinued operations attributable to Mr. Cooper common stockholders							Net income (loss) from discontinued operations attributable to Mr. Cooper common stockholders	$	12	$	(4)	$	14	$	(16)

Net income (loss)							Net income (loss)	$	439	$	73	$	1,000	$	(98)
Less: Net loss attributable to non-controlling interests							Less: Net loss attributable to non-controlling interests	0		0		0		(3)
Net income (loss) attributable to Mr. Cooper	Net income (loss) attributable to Mr. Cooper	$	561	$	(168)		Net income (loss) attributable to Mr. Cooper	439		73		1,000		(95)
Less: Undistributed earnings attributable to participating stockholders	Less: Undistributed earnings attributable to participating stockholders	5		0			Less: Undistributed earnings attributable to participating stockholders	4		1		9		0
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	556	$	(168)		Net income (loss) attributable to common stockholders	$	435	$	72	$	991	$	(95)

Net income (loss) per common share attributable to Mr. Cooper:
Earnings from continuing operations per common share attributable to Mr. Cooper:							Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic							Basic	$	4.91	$	0.82	$	11.13	$	(0.86)
Diluted							Diluted	$	4.72	$	0.81	$	10.65	$	(0.86)

Earnings from discontinued operations per common share attributable to Mr. Cooper:							Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic							Basic	$	0.14	$	(0.04)	$	0.16	$	(0.18)
Diluted							Diluted	$	0.13	$	(0.04)	$	0.15	$	(0.18)

Earnings per common share attributable to Mr. Cooper:							Earnings per common share attributable to Mr. Cooper:
Basic	Basic	$	6.22	$	(1.84)		Basic	$	5.05	$	0.78	$	11.29	$	(1.04)
Diluted	Diluted	$	5.92	$	(1.84)		Diluted	$	4.85	$	0.77	$	10.80	$	(1.04)

Weighted average shares of common stock outstanding (in thousands):	Weighted average shares of common stock outstanding (in thousands):						Weighted average shares of common stock outstanding (in thousands):
Basic	Basic	89,458		91,385			Basic	86,142		91,997		87,791		91,691
Dilutive effect of stock awards(1)	Dilutive effect of stock awards(1)	3,590		0			Dilutive effect of stock awards(1)	2,664		176		3,123		0
Dilutive effect of participating securities(1)	Dilutive effect of participating securities(1)	839		0			Dilutive effect of participating securities(1)	839		839		839		0
Diluted	Diluted	93,887		91,385			Diluted	89,645		93,012		91,753		91,691

(1)For periods with net loss, the Company excluded potential common shares from the computation of diluted EPS because inclusion would be antidilutive.

Table of Contents

12. Income Taxes

For the three and six months ended ~~March 31,~~June 30, 2021, the effective tax rate ~~based on whole numbers,~~ was ~~22.9% whic~~h 24.8% and 23.7%, respectively, which differed from the statutory federal rate of 21% primarily due to state income taxes ~~as well as unfavorable permanent differences including~~and nondeductible executive ~~compensation disallowed under Internal Revenue Code Section 162(m).~~compensation. The effective tax rate decreased during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the same period in 2020, primarily due to quarterly discrete tax items related to the completion of the Title Transaction and excess tax benefit from stock-based ~~compensation and the recognition of a deferred tax asset for the investment in subsidiaries as it relates to the Title Transaction.~~compensation.

For the three and six months ended ~~March 31,~~June 30, 2020, the effective tax rate ~~based on whole numbers,~~ was ~~28.4%~~33.0% and 24.2%, respectively, which differed from the statutory federal rate of 21% primarily due to ~~permanent differences including executive compensation disallowed under Internal Revenue Code Section 162(m)~~state income taxes and nondeductible ~~meals and entertainment expenses, as well as other recurring items such as the state tax benefit.~~executive compensation.

13. Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).

~~Table of Contents~~

There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, ~~2020.~~2020, with the exception of the following:

Mortgage Servicing Rights – Fair Value (Level 3) – The Company estimates the fair value of its forward MSRs on a recurring basis using a process that combines the use of a discounted cash flow model and analysis of current market data to arrive at an estimate of fair value. The cash flow assumptions and prepayment assumptions used in the model are based on a discounted cash flow model which incorporates prepayment speeds, delinquencies, discount rate, ancillary revenues, float earnings and other assumptions (including costs to service, recapture rates and forbearance rates), with the key assumptions being mortgage prepayment speeds, discount rates, and cost to service. In the second quarter of 2021, the Company refined its estimate of the fair value of forward MSRs by incorporating an estimate of future cash flows from loans that are expected to be recaptured. The estimate of future cash flows related to recapture is consistent with recent pricing observed from various market participants, including the Company’s independent third-party valuation firms As a result of considering the recapture rate, the Company adjusted its discount rate assumption in order to ensure that the fair value of forward MSRs remains consistent with current market participant pricing and is reflective of an exit price. The estimated fair value was also corroborated with valuations provided by independent third parties. The net impact on the overall forward MSRs fair value was not significant during the three and six months ended June 30, 2021. These assumptions are generated and applied based on collateral stratifications including product type, remittance type, geography, delinquency and coupon dispersion. These assumptions require the use of judgment by the Company and can have a significant impact on the fair value of the MSRs. Quarterly, management obtains third-party valuations to assess the reasonableness of the fair value calculations provided by the internal cash flow model. Because of the nature of the valuation inputs, the Company classifies these valuations as Level 3 in the fair value disclosures. See Note 3, Mortgage Servicing Rights and Related Liabilities, for more information.

Table of Contents

The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:


		March 31, 2021									June 30, 2021
				Recurring Fair Value Measurements									Recurring Fair Value Measurements
Fair Value - Recurring Basis	Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3		Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets	Assets									Assets
Mortgage loans held for sale	Mortgage loans held for sale	$	6,351	$	0	$	6,351	$	0	Mortgage loans held for sale	$	6,961	$	0	$	6,961	$	0
Forward mortgage servicing rights	Forward mortgage servicing rights	3,354		0		0		3,354		Forward mortgage servicing rights	3,307		0		0		3,307
Derivative financial instruments	Derivative financial instruments									Derivative financial instruments
IRLCs	IRLCs	232		0		0		232		IRLCs	204		0		0		204
LPCs										LPCs	10		0		0		10
Forward MBS trades	Forward MBS trades	286		0		286		0		Forward MBS trades	27		0		27		0
LPCs		8		0		0		8

Liabilities	Liabilities									Liabilities
Derivative financial instruments	Derivative financial instruments									Derivative financial instruments
IRLCs		1		0		0		1

LPCs										LPCs	1		0		0		1
Forward MBS trades	Forward MBS trades	76		0		76		0		Forward MBS trades	25		0		25		0
LPCs		38		0		0		38
Swap futures		1		0		1		0

Mortgage servicing rights financing	Mortgage servicing rights financing	23		0		0		23		Mortgage servicing rights financing	21		0		0		21
Excess spread financing	Excess spread financing	934		0		0		934		Excess spread financing	867		0		0		867


		December 31, 2020									December 31, 2020
				Recurring Fair Value Measurements									Recurring Fair Value Measurements
Fair Value - Recurring Basis	Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3		Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets	Assets									Assets
Mortgage loans held for sale	Mortgage loans held for sale	$	5,720	$	0	$	5,720	$	0	Mortgage loans held for sale	$	5,720	$	0	$	5,720	$	0
Forward mortgage servicing rights	Forward mortgage servicing rights	2,703		0		0		2,703		Forward mortgage servicing rights	2,703		0		0		2,703
Derivative financial instruments	Derivative financial instruments									Derivative financial instruments
IRLCs	IRLCs	414		0		0		414		IRLCs	414		0		0		414
LPCs										LPCs	38		0		0		38
Forward MBS trades	Forward MBS trades	37		0		37		0		Forward MBS trades	37		0		37		0
LPCs		38		0		0		38

Liabilities	Liabilities									Liabilities
Derivative financial instruments	Derivative financial instruments									Derivative financial instruments
LPCs										LPCs	1		0		0		1
Forward MBS trades	Forward MBS trades	156		0		156		0		Forward MBS trades	156		0		156		0
LPCs		1		0		0		1
Mortgage servicing rights financing	Mortgage servicing rights financing	33		0		0		33		Mortgage servicing rights financing	33		0		0		33
Excess spread financing	Excess spread financing	934		0		0		934		Excess spread financing	934		0		0		934

2024

~~Tabl~~eTable of Contents

The tables below present a reconciliation for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis:


		Three Months Ended March 31, 2021													Six Months Ended June 30, 2021
		Assets						Liabilities							Assets						Liabilities
Fair Value - Level 3 Assets and Liabilities	Fair Value - Level 3 Assets and Liabilities	Forward mortgage servicing rights		IRLCs		LPCs		Excess spread financing		Mortgage servicing rights financing		LPCs		Fair Value - Level 3 Assets and Liabilities	Forward mortgage servicing rights		IRLCs		LPCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	Balance - beginning of period	$	2,703	$	414	$	38	$	934	$	33	$	1	Balance - beginning of period	$	2,703	$	414	$	38	$	934	$	33
Total gains or losses included in earnings		298		(182)		(30)		41		(10)		37

Changes in fair value included in earnings														Changes in fair value included in earnings	(190)		(210)		(28)		14		(12)
Other changes														Other changes	34		0		0		0		0
Purchases, issuances, sales, repayments and settlements	Purchases, issuances, sales, repayments and settlements													Purchases, issuances, sales, repayments and settlements
Purchases	Purchases	67		0		0		0		0		0		Purchases	218		0		0		0		0
Issuances	Issuances	288		0		0		0		0		0		Issuances	554		0		0		0		0
Sales	Sales	(2)		0		0		0		0		0		Sales	(12)		0		0		0		0
Settlements and repayments	Settlements and repayments	0		0		0		(41)		0		0		Settlements and repayments	0		0		0		(81)		0
Balance - end of period	Balance - end of period	$	3,354	$	232	$	8	$	934	$	23	$	38	Balance - end of period	$	3,307	$	204	$	10	$	867	$	21


		Three Months Ended March 31, 2020							Six Months Ended June 30, 2020
		Assets		Liabilities					Assets				Liabilities
Fair Value - Level 3 Assets and Liabilities	Fair Value - Level 3 Assets and Liabilities	Forward mortgage servicing rights		Excess spread financing		Mortgage servicing rights financing		Fair Value - Level 3 Assets and Liabilities	Forward mortgage servicing rights		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	Balance - beginning of period	$	3,496	$	1,311	$	37	Balance - beginning of period	$	3,496	$	135	$	1,311	$	37
Total gains or losses included in earnings		(534)		(35)		6
Changes in fair value included in earnings								Changes in fair value included in earnings	(1,055)		235		(101)		12
Other changes								Other changes	43		0		0		0
Purchases, issuances, sales, repayments and settlements	Purchases, issuances, sales, repayments and settlements							Purchases, issuances, sales, repayments and settlements
Purchases	Purchases	24		0		0		Purchases	24		0		0		0
Issuances	Issuances	123		24		0		Issuances	249		0		24		0
Settlements and repayments	Settlements and repayments	0		(58)		0		Settlements and repayments	0		0		(110)		0
Balance - end of period	Balance - end of period	$	3,109	$	1,242	$	43	Balance - end of period	$	2,757	$	370	$	1,124	$	49

No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020.

~~Tabl~~eTable of Contents

The tables below present the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities:


		March 31, 2021										December 31, 2020													June 30, 2021												December 31, 2020
		Range						Weighted Average				Range									Weighted Average				Range								Weighted Average				Range								Weighted Average
Level 3 Inputs	Level 3 Inputs	Min			Max						Min				Max				Level 3 Inputs	Min						Max						Min					Max
Forward MSR	Forward MSR																											Forward MSR
Discount rate	Discount rate	8.2		%	12.0		%	9.3		%		8.2		%		12.0		%			9.4		%	Discount rate	9.5		%		13.8		%			11.0		%		8.2		%		12.0		%		9.4		%
Prepayment speed	Prepayment speed	10.5		%	17.7		%	12.4		%		14.2		%		21.3		%			15.4		%	Prepayment speed	12.4		%		18.8		%		13.6		%		14.2		%		21.3		%		15.4		%
Cost to service per loan(1)	Cost to service per loan(1)	$	64		$	226		$	92			$	66			$	257				$	98		Cost to service per loan(1)	$	63			$	223			$	86			$	66			$	257			$	98
Average life(2)	Average life(2)							5.9 years													5.0 years			Average life(2)									5.5 years												5.0 years

IRLCs	IRLCs																							IRLCs
Value of servicing (basis points per loan)	Value of servicing (basis points per loan)	(1.3)			2.2			1.2				(1.0)				2.2					1.2			Value of servicing (basis points per loan)	(0.7)				2.3				1.4				(1.0)				2.2				1.2

Excess spread financing	Excess spread financing																							Excess spread financing
Discount rate	Discount rate	9.6		%	15.7		%	11.9		%		9.9		%		15.7		%			12.2		%	Discount rate	9.5		%		13.8		%		11.2		%		9.9		%		15.7		%		12.2		%
Prepayment speed	Prepayment speed	11.3		%	14.6		%	12.5		%		13.9		%		15.0		%			14.4		%	Prepayment speed	12.6		%		15.3		%		13.5		%		13.9		%		15.0		%		14.4		%
Recapture rate	Recapture rate	17.1		%	23.1		%	19.0		%		17.7		%		24.2		%			19.5		%	Recapture rate	13.7		%		29.5		%		21.3		%		17.7		%		24.2		%		19.5		%
Average life(2)	Average life(2)							5.7 years													5.1 years			Average life(2)									5.4 years												5.1 years

Mortgage servicing rights financing	Mortgage servicing rights financing																							Mortgage servicing rights financing
Advance financing and counterparty fee rates	Advance financing and counterparty fee rates	4.1		%	8.4		%	7.4		%		4.6		%		8.5		%			7.5		%	Advance financing and counterparty fee rates	5.3		%		8.2		%		6.9		%		4.6		%		8.5		%		7.5		%
Annual advance recovery rates	Annual advance recovery rates	18.1		%	22.0		%	19.9		%		18.3		%		22.0		%			19.9		%	Annual advance recovery rates	18.9		%		22.7		%		20.8		%		18.3		%		22.0		%		19.9		%

(1)Presented in whole dollar amounts.

(2)Average life is included for informational purposes.

The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:


		March 31, 2021									June 30, 2021
		Carrying Amount		Fair Value							Carrying Amount		Fair Value
Financial Instruments	Financial Instruments			Level 1		Level 2		Level 3		Financial Instruments			Level 1		Level 2		Level 3
Financial assets	Financial assets									Financial assets
Cash and cash equivalents	Cash and cash equivalents	$	674	$	674	$	0	$	0	Cash and cash equivalents	$	716	$	716	$	0	$	0
Restricted cash	Restricted cash	261		261		0		0		Restricted cash	113		113		0		0
Advances and other receivables, net	Advances and other receivables, net	838		0		0		838		Advances and other receivables, net	837		0		0		837
Reverse mortgage interests, net		5,091		0		0		5,166

Loans subject to repurchase from Ginnie Mae	Loans subject to repurchase from Ginnie Mae	5,816		0		5,816		0		Loans subject to repurchase from Ginnie Mae	4,057		0		4,057		0
Financial liabilities	Financial liabilities									Financial liabilities
Unsecured senior notes, net	Unsecured senior notes, net	2,074		2,120		0		0		Unsecured senior notes, net	2,075		2,117		0		0
Advance and warehouse facilities, net	Advance and warehouse facilities, net	7,379		0		7,388		0		Advance and warehouse facilities, net	7,310		0		7,317		0
Liability for loans subject to repurchase from Ginnie Mae	Liability for loans subject to repurchase from Ginnie Mae	5,816		0		5,816		0		Liability for loans subject to repurchase from Ginnie Mae	4,057		0		4,057		0
Participating interest financing, net		3,318		0		0		3,319
HECM Securitization (HMBS), net
Trust 2020-1		469		0		0		471
Trust 2019-2		231		0		0		231
Trust 2019-1		203		0		0		203

2226

~~Tabl~~eTable of Contents


		December 31, 2020									December 31, 2020
		Carrying Amount		Fair Value							Carrying Amount		Fair Value
Financial Instruments	Financial Instruments			Level 1		Level 2		Level 3		Financial Instruments			Level 1		Level 2		Level 3
Financial assets	Financial assets									Financial assets
Cash and cash equivalents	Cash and cash equivalents	$	695	$	695	$	0	$	0	Cash and cash equivalents	$	695	$	695	$	0	$	0
Restricted cash	Restricted cash	218		218		0		0		Restricted cash	135		135		0		0
Advances and other receivables, net	Advances and other receivables, net	940		0		0		940		Advances and other receivables, net	940		0		0		940
Reverse mortgage interests, net		5,253		0		0		5,383

Loans subject to repurchase from Ginnie Mae	Loans subject to repurchase from Ginnie Mae	6,159		0		6,159		0		Loans subject to repurchase from Ginnie Mae	6,159		0		6,159		0
Financial liabilities	Financial liabilities									Financial liabilities
Unsecured senior notes, net	Unsecured senior notes, net	2,074		2,208		0		0		Unsecured senior notes, net	2,074		2,208		0		0
Advance and warehouse facilities, net	Advance and warehouse facilities, net	6,763		0		6,774		0		Advance and warehouse facilities, net	6,258		0		6,269		0
Liability for loans subject to repurchase from Ginnie Mae	Liability for loans subject to repurchase from Ginnie Mae	6,159		0		6,159		0		Liability for loans subject to repurchase from Ginnie Mae	6,159		0		6,159		0
Participating interest financing, net		3,485		0		0		3,496
HECM Securitization (HMBS), net
Trust 2020-1		488		0		0		490
Trust 2019-2		240		0		0		241
Trust 2019-1		211		0		0		212

14. Capital Requirements

Certain of the Company’s secondary market investors require minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of ~~March 31,~~June 30, 2021, the Company was in compliance with its selling and servicing capital requirements.

15. Commitments and Contingencies

Litigation and Regulatory

The Company and its subsidiaries are routinely and currently involved in a significant number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. The legal proceedings are at varying stages of adjudication, arbitration or investigation and are generally based on alleged violations of consumer protection, securities, employment, contract, tort, common law fraud and other numerous laws, including, without limitation, the Equal Credit Opportunity Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, National Housing Act, Homeowners Protection Act, Service Member’s Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, Financial Institutions Reform, Recovery, and Enforcement Act of 1989, unfair, deceptive or abusive acts or practices in violation of the Dodd-Frank Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Home Mortgage Disclosure Act, Title 11 of the United States Code (aka the “Bankruptcy Code”), False Claims Act and Making Home Affordable loan modification programs.

In addition, along with others in its industry, the Company is subject to repurchase and indemnification claims and may continue to receive claims in the future, regarding alleged breaches of representations and warranties relating to the sale of mortgage loans, the placement of mortgage loans into securitization trusts or the servicing of mortgage loans securitizations. The Company is also subject to legal actions or proceedings related to loss sharing and indemnification provisions of its various acquisitions. Certain of the pending or threatened legal proceedings include claims for substantial compensatory, punitive and/ or statutory damages or claims for an indeterminate amount of damages.

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The Company operates within highly regulated industries on a federal, state and local level. In the normal and ordinary course of its business, the Company is routinely subject to extensive examinations, investigations, subpoenas, inquiries and reviews by various federal, state and local governmental, regulatory and enforcement agencies, including the Consumer Financial Protection Bureau, the Securities and Exchange Commission, the Department of Justice, the Office of the Special Inspector General for the Troubled Asset Relief Program, the U.S. Department of Housing and Urban Development, various State mortgage banking regulators and various State Attorneys General, related to the Company’s residential loan servicing and origination practices, its financial reporting and other aspects of its businesses. Any pending or potential future investigations, subpoenas, examinations or inquiries may lead to administrative, civil or criminal proceedings or settlements, and possibly result in remedies including fines, penalties, restitution, or alterations in the Company’s business practices, and additional expenses and collateral costs. The Company is cooperating fully in these matters. Responding to these matters requires the Company to devote substantial resources, resulting in higher costs and lower net cash flows. Adverse results in any of these matters could further increase the Company’s operating expenses and reduce its revenues, require it to change business practices and limit its ability to grow and otherwise materially and adversely affect its business, reputation, financial condition and results of operation.

The Company seeks to resolve all legal proceedings and other matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. The Company has entered into agreements with a number of entities and regulatory agencies that toll applicable limitations periods with respect to their claims.

On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory and governmental proceedings utilizing the latest information available. Where available information indicates that it is probable, a liability has been incurred, and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

As a legal matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is both probable and estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company will establish an accrued liability and record a corresponding amount to legal-related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. Legal-related expense for the Company, which includes legal settlements and the fees paid to external legal service providers, of ~~$13~~$8 and ~~$15~~$21 for three and six months ended ~~March 31,~~June 30, 2021, respectively, and $12 and $27 for three and six months ended June 30, 2020, respectively, ~~and~~ was included in general and administrative expenses on the unaudited condensed consolidated statements of ~~operations~~.operations.

For matters for which a loss is probable or reasonably possible in future periods, whether in excess of a related accrued liability or where there is no accrued liability, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material legal matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Management currently believes the aggregate range of reasonably possible loss is $2 to $17 in exce~~$2 to $18 in excess~~ss of the accrued liability (if any) related to those matters as of ~~March 31,~~June 30, 2021. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate. Those matters for which an estimate is not possible are not included within the estimated range. Therefore, this estimated range of possible loss represents what management believes to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent the Company’s maximum loss exposure and the Company cannot provide assurance that its litigations reserves will not need to be adjusted in the future. Thus, the Company’s exposure and ultimate losses may be higher, possibly significantly so, than the amounts accrued or this aggregate amount.

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In the Company’s experience, legal proceedings are inherently unpredictable. One or more of the following factors frequently contribute to this inherent unpredictability: the proceeding is in its early stages; the damages sought are unspecified, unsupported or uncertain; it is unclear whether a case brought as a class action will be allowed to proceed on that basis or, if permitted to proceed as a class action, how the class will be defined; the other party is seeking relief other than or in addition to compensatory damages (including, in the case of regulatory and governmental investigations and inquiries, the possibility of fines and penalties); the matter presents meaningful legal uncertainties, including novel issues of law; the Company has not engaged in meaningful settlement discussions; discovery has not started or is not complete; there are significant facts in dispute; predicting possible outcomes depends on making assumptions about future decisions of courts or governmental or regulatory bodies or the behavior of other parties; and there are a large number of parties named as defendants (including where it is uncertain how damages or liability, if any, will be shared among multiple defendants). Generally, the less progress that has been made in the proceedings or the broader the range of potential results, the harder it is for the Company to estimate losses or ranges of losses that is reasonably possible the Company could incur.

Based on current knowledge, and after consultation with counsel, management believes that the current legal accrued liability within payables and accrued liabilities, is appropriate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such proceedings could be material to the Company’s operating results and cash flows for a particular period depending, on among other things, the level of the Company’s revenues or income for such period. However, in the event of significant developments on existing cases, it is possible that the ultimate resolution, if unfavorable, may be material to the Company’s condensed consolidated financial statements.

Other Loss Contingencies

As part of the Company’s ongoing operations, it acquires servicing rights of forward ~~and reverse~~ mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. The Company believes all balances sought from sellers recorded in advances and other receivables ~~and reverse mortgage interests~~ represent valid claims. However, the Company acknowledges that the claims process can be prolonged due to the required time to perfect claims at the loan level. Because of the required time to perfect or remediate these claims, management relies on the sufficiency of documentation supporting the claim, current negotiations with the counterparty and other evidence to evaluate whether a reserve is required for non-recoverable balances. In the absence of successful negotiations with the seller, all amounts claimed may not be recovered. Balances may be written-off and charged against earnings when management identifies amounts where recoverability from the seller is not likely. As of ~~March 31,~~June 30, 2021, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted.

Loan and Other Commitments

The Company enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments, for more information.

~~The Company had certain reverse MSRs, reverse MSLs and reverse mortgage loans related to approximately~~ ~~$17,269 and $18,091~~In the second quarter of ~~UPB in reverse mortgage loans as of March 31,~~ 2021, ~~and December 31, 2020, respectively. As a servicer for these reverse mortgage loans, among other things,~~ the Company is obligated to fund borrowers’ draws to the loan customers as required in accordance with the loan agreement. As of March 31, 2021 and December 31, 2020, the Company’s maximum unfunded advance obligation to fund borrower draws related to these reverse MSRs and loans was approximately $2,113 ~~and $2,202, respectively. Upon funding any portion of these draws,~~entered into an agreement, under which the Company ~~expects to securitize and sell the advances~~committed a total of $83 over a period of 5 years in ~~transactions that will be accounted~~exchange for ~~as secured borrowings.~~cloud platform service.

16. Segment Information

The Company’s segments are based upon the Company’s organizational structure, which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, estimate of percentage use for shared services or headcount percentage for certain functions. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties.

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InOn June 30, 2021, the Company closed the previously announced sale of title business to Blend Labs. Pursuant to the Stock Purchase Agreement, all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the Title Transaction, were held for the benefit of Blend Labs. The title business was reported in the Company’s Xome segment. See Note 1, Nature of Business and Basis of Presentation for further details. The Company recorded a $487 gain in the second quarter of ~~2020,~~2021 upon closing of the transaction. The gain was included in other income, net in the condensed statements of operations and reported under the Xome segment.

On July 1, 2021, the Company ~~updated~~entered into a definitive agreement for the sale of its ~~presentation of segment assets~~reverse servicing portfolio, operating under the Champion Mortgage brand, to ~~be aligned with a change~~Mortgage Assets Management, LLC and its affiliates. The reverse servicing operation was previously reported in the ~~reporting package provided to~~Company’s Servicing segment. The reverse servicing operation is presented as discontinued operations in Company’s condensed consolidated financial statements for all periods presented and as such is not included in the ~~Chief Operating Decision Maker. The presentation change had no impact on the segments' operations. Assets allocated to~~continuing operations of the Servicing ~~segment include MSRs; advances~~segment. Refer to Note 2, Discontinued Operations for further details. As of June 30, 2021 and ~~other receivables, except for co-issue MSR holdback; Servicing related mortgage loans held for sale;~~December 31, 2020, total assets of discontinued operations was $4,935 and other assets including property, plant and equipment, lease-related assets, prepaid assets, and goodwill. Assets allocated to Originations segment include co-issue MSR holdback in advances and other receivables; Originations related mortgage loans held for sale; derivative assets; and other assets including property, plant and equipment, lease-related assets, prepaid assets, and goodwill. Assets allocated to the Xome segment include cash and cash equivalents; tax-related assets; receivables; and other assets including property, plant and equipment, lease-related assets, prepaid assets, goodwill, and other intangible assets. All assets that are not specifically identified or allocated to a reporting segment are reported as part of Corporate/Other and include cash and cash equivalents; tax-related assets; and intangibles assets excluding goodwill and assets allocated to Xome. Eliminations are also included in Corporate/Other. Prior year financial information has been adjusted retrospectively to reflect the updated presentation.$5,347, respectively.

The following tables present financial information by segment:


		Three Months Ended March 31, 2021											Three Months Ended June 30, 2021
Financial Information by Segment	Financial Information by Segment	Servicing		Originations		Xome		Corporate/Other		Consolidated		Financial Information by Segment	Servicing		Originations		Xome		Corporate/Other		Consolidated
Revenues	Revenues											Revenues
Service related, net	Service related, net	$	449	$	43	$	96	$	0	$	588	Service related, net	$	(92)	$	45	$	39	$	0	$	(8)
Net gain on mortgage loans held for sale	Net gain on mortgage loans held for sale	127		552		0		0		679		Net gain on mortgage loans held for sale	197		385		0		0		582
Total revenues	Total revenues	576		595		96		0		1,267		Total revenues	105		430		39		0		574
Total expenses	Total expenses	125		231		87		26		469		Total expenses	121		226		45		33		425
Interest income	Interest income	66		23		0		0		89		Interest income	25		26		0		0		51
Interest expense	Interest expense	(104)		(25)		0		(30)		(159)		Interest expense	(65)		(23)		0		(31)		(119)

Total other expenses, net		(38)		(2)		0		(30)		(70)
Income (loss) before income tax expense (benefit)		$	413	$	362	$	9	$	(56)	$	728
Depreciation and amortization for property and equipment and intangible assets		$	5	$	4	$	3	$	4	$	16
Other income, net												Other income, net	0		0		486		0		486
Total other (expenses) income, net												Total other (expenses) income, net	(40)		3		486		(31)		418
(Loss) Income from continuing operations before income tax (benefit) expense												(Loss) Income from continuing operations before income tax (benefit) expense	$	(56)	$	207	$	480	$	(64)	$	567
Depreciation and amortization for property and equipment and intangible assets from continuing operations												Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	7	$	6	$	3	$	0	$	16
Total assets	Total assets	$	16,696	$	5,559	$	120	$	2,338	$	24,713	Total assets	$	15,973	$	4,582	$	573	$	2,180	$	23,308

Three Months Ended March 31, 2020
Financial Information by Segment Servicing Originations Xome Corporate/Other Consolidated
Revenues
Service related, net $ (180) $ 20 $ 106 $ 1 $ (53)
Net gain on mortgage loans held for sale 34 297 0 0 331
Total revenues (146) 317 106 1 278
Total expenses 149 166 96 33 444
Interest income 83 34 0 1 118
Interest expense (113) (27) 0 (52) (192)
Other income, net 0 0 1 0 1
Total other (expenses) income, net (30) 7 1 (51) (73)
(Loss) income before income tax (benefit) expense $ (325) $ 158 $ 11 $ (83) $ (239)
Depreciation and amortization for property and equipment and intangible assets $ 3 $ 3 $ 3 $ 10 $ 19
Total assets $ 10,619 $ 4,459 $ 135 $ 2,400 $ 17,613


	Three Months Ended June 30, 2020
Financial Information by Segment	Servicing		Originations		Xome		Corporate/Other		Consolidated
Revenues
Service related, net	$	(126)	$	21	$	106	$	(1)	$	0
Net gain on mortgage loans held for sale	45		573		0		0		618
Total revenues	(81)		594		106		(1)		618
Total expenses	102		167		95		34		398
Interest income	3		19		0		0		22
Interest expense	(67)		(13)		0		(47)		(127)
Other income (expense), net	0		0		1		(1)		0
Total other (expenses) income, net	(64)		6		1		(48)		(105)
(Loss) income from continuing operations before income tax (benefit) expense	$	(247)	$	433	$	12	$	(83)	$	115
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	4	$	4	$	3	$	6	$	17
Total assets	$	10,736	$	3,592	$	135	$	2,837	$	17,300

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	Six Months Ended June 30, 2021
Financial information by segment	Servicing		Originations		Xome		Corporate/Other		Consolidated
Revenues
Service related, net	$	349	$	88	$	135	$	0	$	572
Net gain on mortgage loans held for sale	324		937		0		0		1,261
Total revenues	673		1,025		135		0		1,833
Total expenses	231		457		132		59		879
Interest income	48		49		0		0		97
Interest expense	(136)		(48)		0		(61)		(245)
Other income, net	0		0		486		0		486
Total other (expenses) income, net	(88)		1		486		(61)		338
Income (loss) from continuing operations before income tax (benefit) expense	$	354	$	569	$	489	$	(120)	$	1,292
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	12	$	10	$	6	$	3	$	31
Total assets	$	15,973	$	4,582	$	573	$	2,180	$	23,308


	Six Months Ended June 30, 2020
Financial information by segment	Servicing		Originations		Xome		Corporate/Other		Consolidated
Revenues
Service related, net	$	(320)	$	41	$	212	$	0	$	(67)
Net gain on mortgage loans held for sale	79		870		0		0		949
Total revenues	(241)		911		212		0		882
Total expenses	231		333		191		67		822
Interest income	43		53		0		1		97
Interest expense	(127)		(40)		0		(99)		(266)
Other income (expense), net	0		0		2		(1)		1
Total other (expenses) income, net	(84)		13		2		(99)		(168)
(Loss) income from continuing operations before income tax expense (benefit)	$	(556)	$	591	$	23	$	(166)	$	(108)
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	8	$	7	$	6	$	15	$	36
Total assets	$	10,736	$	3,592	$	135	$	2,837	$	17,300

~~Tabl~~eTable of Contents

CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, core initiatives, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts, including the projected impact of COVID-19 on our business, financial performance and operating results. When used in this discussion, the words “anticipate,” “appears,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances, and we are under no obligation to, and express disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

A number of important factors exist that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to:

•economic, financial and public health disruptions caused by the COVID-19 pandemic and federal, state and local governmental responses to the pandemic;

•our ability to maintain or grow the size of our servicing portfolio;

•our ability to maintain or grow our originations volume and profitability;

•our ability to recapture voluntary prepayments related to our existing servicing portfolio;

•our shift in the mix of our servicing portfolio to subservicing, which is highly concentrated;

•delays in our ability to collect or be reimbursed for servicing advances;

•our ability to obtain sufficient liquidity and capital to operate our business;

•changes in prevailing interest rates;

•our ability to ~~finance and recover costs of our reverse servicing operations;~~

•~~our ability to~~ successfully implement our strategic initiatives;

•our ability to realize anticipated benefits of our previous acquisitions;

•our ability to use net operating loss carryforwards and other tax attributes;

•changes in our business relationships or changes in servicing guidelines with Fannie Mae, Freddie Mac and Ginnie Mae;

•Xome’s ability to compete in highly competitive markets;

•our ability to pay down debt;

•our ability to manage legal and regulatory examinations and enforcement investigations and proceedings, compliance requirements and related costs;

•our ability to prevent cyber intrusions and mitigate cyber risks; and

•our ability to maintain our licenses and other regulatory approvals.

All of these factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for our management to predict all such factors or to assess the effect of each such new factor on our business. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and any of these statements included herein may prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Please refer to Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2020 for further information on these and other risk factors affecting us.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. The following discussion contains, in addition to the historical information, forward-looking statements that include risks, assumptions and uncertainties that could cause actual results to differ materially from those anticipated by such statements.

Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

We have provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, at the end of the MD&A section.


Overview

We are a leading servicer and originator of residential mortgage loans, and a provider of real estate services through our Xome subsidiary. Our purpose is to keep the dream of homeownership alive, and we do this as a servicer by helping mortgage borrowers manage what is typically their largest financial asset, and by helping our investors maximize the returns from their portfolios of residential mortgages. We have a track record of significant growth, having expanded our servicing portfolio from $10 billion in 2009 to ~~$646~~$654 billion as of ~~March 31,~~June 30, 2021. We believe this track record reflects our strong operating capabilities, which include a proprietary low-cost servicing platform, strong loss mitigation skills, a commitment to compliance, a customer-centric culture, a demonstrated ability to retain customers, growing origination capabilities, and significant investment in technology.

Our strategy is to position the Company for sustainable long-term growth, drive improved efficiency and profitability, and generate a return on tangible equity of 12% or higher. Key strategic priorities include the following:

•Strengthen our balance sheet by building capital and liquidity, and managing interest rate and other forms of risk;

•Improve efficiency by driving continuous improvement in unit costs for Servicing and Originations segments, as well as by taking corporate actions to eliminate costs throughout the organization;

•Grow our servicing portfolio to $1 trillion in UPB and grow our customer base by acquiring new customers and retaining existing customers;

•Reinvent the customer experience by acting as the customer’s advocate and by harnessing technology to deliver user-friendly digital solutions;

•Sustain the talent of our people and the culture of our organization; and

•Maintain strong relationships with agencies, investors, regulators, and other counterparties and a strong reputation for compliance and customer service.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic introduces unprecedented uncertainty in the economy, including the risk of a significant employment shock and recessionary conditions, with implications for the health and safety of our employees, borrower delinquency rates, servicing advances, origination volumes, the availability of financing, and our overall profitability and liquidity. We have implemented the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which makes available forbearance plans for up to eighteen months for borrowers under government and government agency mortgage programs, which we have extended to borrowers in our private label mortgage servicing portfolio. As of ~~April~~July 18, 2021, approximately ~~4.5%~~3.6% of our customers were on a forbearance plan, down from a peak of 7.2%. in July 2020. More customers are now exiting forbearance than are entering. We include loans in forbearance related to the CARES Act, whereby no payments have been received from borrowers for greater than 90 days, in loans subject to repurchase rights from Ginnie Mae in other assets and payables and other liabilities on a gross basis. The balance was ~~$5,557~~$3,825 as of ~~March 31,~~June 30, 2021. See liquidity discussion related to the COVID-19 pandemic in Liquidity and Capital Resources section in MD&A.

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Anticipated Trends

In the ~~first~~second quarter of 2021, our ~~Servicing segment experienced~~forward MSR and subservicing portfolio ~~growth~~continued to grow due to strong execution across all channels - correspondent, direct-to-consumer, subservicing and acquisitions. We expect to see continued portfolio growth in the remainder of 2021. We benefited from early-buyout gains in the first ~~quarter~~half of 2021 as we helped customers exit forbearance and expect another quarter of strong early-buyout revenues in third quarter of 2021, although down about 30% sequentially, after which revenues will begin to taper off, since we will be nearing the end of the inventory, as loans in forbearance continue to decrease. Based on the current interest rate environment, we expect prepayment speeds and amortization to be roughly flat in the third quarter of 2021. On July 1, 2021, we entered into a ~~similar level~~definitive agreement for the sale of ~~contributions from early-buyout volumes~~our reverse servicing portfolio, operating under the Champion Mortgage brand. The sale is expected to ~~continue throughout~~close prior to the end of 2021. Refer to Note 2, Discontinued Operations, for further details. The sale of the reverse servicing portfolio allows us to focus on our core business.

Our Originations segment ~~experienced record~~continued to generate strong funded volumes from both the correspondent and direct-to-consumer channels in the ~~first~~second quarter of ~~2021. As interest rates are on~~2021 despite competitive pricing pressure. We expect the ~~rise, we expect lower volumes and a more normalized~~ originations ~~margin~~profits to be relatively flat quarter-over-quarter in the ~~second~~third quarter of 2021.

Our Xome segment ~~revenue from Title division has benefited from~~completed the ~~lower interest rate environment and increase in origination volume. On March 12, 2021, we entered into an agreement to sell the Title~~previously announced sale of its title business ~~for a total purchase price of $500, which is expected to close~~ in the second quarter of ~~2021.~~2021 for total consideration of approximately $500 and recognized a one-time gain of $487. In connection with the sale agreement, earnings from the ~~Title~~title business subsequent to March 12, 2021 ~~will be~~were held for the benefit of the buyer, therefore, the ~~division will~~title business did not contribute to the Xome segment’s earnings in the second quarter of 2021. Xome’s revenue from the Exchange division has been, ~~and is expected to continue to be,~~ negatively impacted ~~as the REO exchange continues~~due to ~~be idle while~~ the foreclosure moratoriums. The current foreclosure moratoriums ~~remain in effect.~~are set to expire on July 31, 2021.

Results of Operations


Table 1. Consolidated Operations

Three Months Ended March 31,
2021 2020 $ Change % Change
Revenues - operational(1)
$ 913 $ 661 $ 252 38 %
Revenues - mark-to-market 354 (383) 737 NM
Total revenues 1,267 278 989 NM
Total expenses 469 444 25 6 %
Total other expenses, net (70) (73) 3 (4) %
Income (loss) before income tax expense (benefit) 728 (239) 967 NM
Less: Income tax expense (benefit) 167 (68) 235 NM
Net income (loss) 561 (171) 732 NM
Less: Net income (loss) attributable to non-controlling interests — (3) 3 100 %
Net income (loss) attributable to Mr. Cooper $ 561 $ (168) $ 729 NM


	Three Months Ended June 30,
	2021		2020		Change
Revenues - operational(1)	$	754	$	879	$	(125)
Revenues - mark-to-market	(180)		(261)		81
Total revenues	574		618		(44)
Total expenses	425		398		27
Total other income (expenses), net	418		(105)		523
Income from continuing operations before income tax expense	567		115		452
Less: Income tax expense	140		38		102
Net income from continuing operations	427		77		350
Less: Net income attributable to non-controlling interests	—		—		—
Net income from continuing operations attributable to Mr. Cooper	$	427	$	77	$	350

(1)Revenues - operational consists of total revenues, excluding mark-to-market.

~~NM = Not meaningful or greater than 200% change.~~

During the three months ended June 30, 2021, income from continuing operations before income tax expense increased to $567 from $115 in 2020. The increase was primarily driven by the completion of our previously announced sale of the title business to Blend Labs Inc. on June 30, 2021, which resulted in a $487 gain recorded in total other income (expenses), net. See further discussions in the Segment Results section of the MD&A.

During the three months ended ~~March 31,~~June 30, 2021 and 2020, we had income tax expense from continuing operations. The effective tax rate during the three months ended June 30, 2021 was 24.8% as compared to the effective tax rate of 33.0% in 2020. The change in effective tax rate is primarily attributable to state income taxes and discrete tax items during the three months ended June 30, 2021 as compared to 2020.

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Table 1.1 Consolidated Operations


	Six Months Ended June 30,
	2021		2020		Change
Revenues - operational(1)	$	1,659	$	1,526	$	133
Revenues - Mark-to-market	174		(644)		818
Total revenues	1,833		882		951
Total expenses	879		822		57
Total other income (expenses), net	338		(168)		506
Income (loss) from continuing operations before income tax expense (benefit)	1,292		(108)		1,400
Less: Income tax expense (benefit)	306		(26)		332
Net income (loss) from continuing operations	986		(82)		1,068
Less: Net income (loss) attributable to non-controlling interests	—		(3)		3
Net income (loss) from continuing operations attributable to Mr. Cooper	$	986	$	(79)	$	1,065

(1)Revenues - operational consists of total revenues, excluding mark-to-market.

During the six months ended June 30, 2021, we recorded income from continuing operations before income tax expense of ~~$728~~$1,292 compared to a loss from continuing operations before income tax benefit of ~~$239~~$108 for 2020. The change was primarily driven by the completion of our previously announced sale of the title business to Blend Labs Inc. on June 30, 2021, which resulted in a $487 gain recorded in total other income (expenses), net. The change was also attributable to a favorable MTM adjustments in 2021 compared to negative MTM adjustments in ~~2020, and due to higher revenues from our Originations segment. For more information on our segment results, see below.~~2020. See further discussions in Segment Results section of the MD&A.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, we had an income tax expense and benefit, respectively. The effective tax rate during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~22.9%~~23.7% as compared to the effective tax rate of ~~28.4%~~24.2% in 2020. The change in effective tax rate is primarily attributable to ~~the relative unfavorable tax impacts of permanent differences such as~~state income taxes and nondeductible executive compensation ~~and nondeductible meals and entertainment~~ expenses ~~on the annual effective rate, and discrete tax items~~ during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to 2020.

~~Table of Contents~~

Segment Results

Our operations are conducted through three segments: Servicing, Originations, and Xome.

•The Servicing segment performs operational activities on behalf of investors or owners of the underlying mortgages, including collecting and disbursing borrower payments, investor reporting, customer service, modifying loans where appropriate to help borrowers stay current, and when necessary performing collections, foreclosures, and the sale of REO.

•The Originations segment originates residential mortgage loans through our direct-to-consumer channel, which provides refinance options for our existing customers, and through our correspondent channel, which purchases or originates loans from mortgage bankers.

•The Xome segment provides a variety of real estate services to mortgage originators, mortgage and real estate investors, and mortgage servicers, including valuation, title, and field services, and operates an exchange which facilitates the sale of foreclosed properties. On March 12, 2021, we entered into an agreement to sell the title business. The sale ~~is expected to close during the second quarter of~~was completed on June 30, 2021. For more information, see Note 1, Nature of Business and Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements (unaudited).

Refer to Note 16, Segment Information, in the Notes to the Condensed Consolidated Financial Statements (unaudited) for a summary of segment results.

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Servicing Segment

The Servicing segment’s strategy is to generate income by growing the portfolio and maximizing the servicing margin. We believe several competitive strengths have been critical to our long-term growth as a servicer, including our low-cost platform, our skill in mitigating losses for investors, our commitment to strong customer service and regulatory compliance, our history of successfully boarding new loans, and the ability to retain existing customers by offering attractive refinance options. We believe that our operational capabilities are reflected in our strong servicer ratings.

Table 2. Servicer Ratings

Fitch(1)

Moody’s(2)

S&P(3)

Rating date

~~January 2020~~May 2021

February 2021

December 2020

Residential

~~RPS2-~~RPS2

SQ2-

Above Average

Master Servicer

RMS2+

SQ2

Above Average

Special Servicer

~~RSS2-~~RSS2

SQ2-

Above Average

Subprime Servicer

~~RPS2-~~RPS2

SQ2-

Above Average

(1)Fitch Rating Scale of 1 (Highest Performance) to 5 (Low/No Proficiency)

(2)Moody’s Rating Scale of SQ1 (Strong Ability/Stability) to SQ5 (Weak Ability/Stability)

(3)S&P Rating Scale of Strong to Weak

3036

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The following tables set forth the results of operations for the Servicing segment:

Table 3. Servicing Segment Results of Operations


		Three Months Ended March 31,																	Three Months Ended June 30,
		2021				2020				$ Change				% Change					2021				2020				Change
		Amt			bps(1)	Amt			bps(1)	Amt			bps	Amt		bps			Amt			bps(1)	Amt			bps(1)	Amt			bps
Revenues	Revenues																	Revenues
Operational	Operational	$	375		24	$	313		20	$	62		4	20	%	20	%	Operational	$	443		27	$	287		19	$	156		8
Amortization, net of accretion	Amortization, net of accretion	(153)			(10)	(76)			(5)	(77)			(5)	101	%	100	%	Amortization, net of accretion	(158)			(10)	(107)			(7)	(51)			(3)
Mark-to-market	Mark-to-market	354			22	(383)			(24)	737			46	NM		NM		Mark-to-market	(180)			(11)	(261)			(17)	81			6
Total revenues	Total revenues	576			36	(146)			(9)	722			45	NM		NM		Total revenues	105			6	(81)			(5)	186			11
Expenses	Expenses																	Expenses
Salaries, wages and benefits	Salaries, wages and benefits	73			5	86			5	(13)			—	(15)	%	—	%	Salaries, wages and benefits	70			4	65			4	5			—
General and administrative	General and administrative																	General and administrative
Servicing support fees	Servicing support fees	24			2	25			2	(1)			—	(4)	%	—	%	Servicing support fees	22			1	24			2	(2)			(1)
Corporate and other general and administrative expenses	Corporate and other general and administrative expenses	32			2	35			2	(3)			—	(9)	%	—	%	Corporate and other general and administrative expenses	30			2	30			2	—			—
Foreclosure and other liquidation related (recoveries) expenses, net	Foreclosure and other liquidation related (recoveries) expenses, net	(9)			(1)	—			—	(9)			(1)	NM		NM		Foreclosure and other liquidation related (recoveries) expenses, net	(8)			—	(21)			(1)	13			1
Depreciation and amortization	Depreciation and amortization	5			—	3			—	2			—	67	%	—	%	Depreciation and amortization	7			—	4			—	3			—
Total general and administrative expenses	Total general and administrative expenses	52			3	63			4	(11)			(1)	(17)	%	(25)	%	Total general and administrative expenses	51			3	37			3	14			—
Total expenses	Total expenses	125			8	149			9	(24)			(1)	(16)	%	(11)	%	Total expenses	121			7	102			7	19			—
Other income (expense)	Other income (expense)																	Other income (expense)
Income earned on reverse mortgage interests		44			3	43			3	1			—	2	%	—	%

Other interest income	Other interest income	22			1	40			2	(18)			(1)	(45)	%	(50)	%	Other interest income	25			2	3			—	22			2
Interest income	Interest income	66			4	83			5	(17)			(1)	(20)	%	(20)	%	Interest income	25			2	3			—	22			2
Reverse mortgage interest expense		(33)			(2)	(52)			(3)	19			1	(37)	%	(33)	%

Advance interest expense	Advance interest expense	(6)			—	(5)			—	(1)			—	20	%	—	%	Advance interest expense	(4)			—	(8)			—	4			—
Other interest expense	Other interest expense	(65)			(4)	(56)			(4)	(9)			—	16	%	—	%	Other interest expense	(61)			(4)	(59)			(4)	(2)			—
Interest expense	Interest expense	(104)			(6)	(113)			(7)	9			1	(8)	%	(14)	%	Interest expense	(65)			(4)	(67)			(4)	2			—

Total other expenses, net	Total other expenses, net	(38)			(2)	(30)			(2)	(8)			—	27	%	—	%	Total other expenses, net	(40)			(2)	(64)			(4)	24			2
Income (loss) before income tax expense (benefit)		$	413		26	$	(325)		(20)	$	738		46	NM		NM
(Loss) from continuing operations before income tax expense (benefit)																		(Loss) from continuing operations before income tax expense (benefit)	$	(56)		(3)	$	(247)		(16)	$	191		13

Weighted average cost - advance facilities	Weighted average cost - advance facilities	3.0		%		3.0		%		—		%		—	%			Weighted average cost - advance facilities	3.4		%		2.9		%		0.5		%
Weighted average cost - excess spread financing	Weighted average cost - excess spread financing	9.0		%		9.0		%		—		%		—	%			Weighted average cost - excess spread financing	9.0		%		9.0		%		—		%

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

~~NM = Not meaningful or greater than 200% change.~~

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Table 4.3.1 Servicing - Revenues


		Three Months Ended March 31,														Three Months Ended June 30,
		2021			2020			$ Change			% Change					2021			2020			Change
		Amt		bps(1)	Amt		bps(1)	Amt		bps	Amt		bps			Amt		bps(1)	Amt		bps(1)	Amt		bps
Forward MSR Operational Revenue	Forward MSR Operational Revenue														Forward MSR Operational Revenue
Base servicing fees	Base servicing fees	$	223	14	$	250	16	$	(27)	(2)	(11)	%	(13)	%	Base servicing fees	$	221	14	$	239	16	$	(18)	(2)
Modification fees(2)	Modification fees(2)	7		—	3		—	4		—	133	%	—	%	Modification fees(2)	7		—	2		—	5		—
Incentive fees(2)	Incentive fees(2)	1		—	4		—	(3)		—	(75)	%	—	%	Incentive fees(2)	—		—	5		1	(5)		(1)
Late payment fees(2)	Late payment fees(2)	14		1	23		2	(9)		(1)	(39)	%	(50)	%	Late payment fees(2)	14		1	16		1	(2)		—
Other ancillary revenues(2)	Other ancillary revenues(2)	140		9	38		2	102		7	NM		NM		Other ancillary revenues(2)	208		13	44		3	164		10
Total forward MSR operational revenue	Total forward MSR operational revenue	385		24	318		20	67		4	21	%	20	%	Total forward MSR operational revenue	450		28	306		21	144		7
Base subservicing fees and other subservicing revenue(2)	Base subservicing fees and other subservicing revenue(2)	68		5	65		4	3		1	5	%	25	%	Base subservicing fees and other subservicing revenue(2)	69		4	69		4	—		—
Reverse servicing fees		5		—	6		—	(1)		—	(17)	%	—	%

Total servicing fee revenue	Total servicing fee revenue	458		29	389		24	69		5	18	%	21	%	Total servicing fee revenue	519		32	375		25	144		7
MSR financing liability costs	MSR financing liability costs	(7)		—	(8)		—	1		—	(13)	%	—	%	MSR financing liability costs	(6)		(1)	(9)		(1)	3		—
Excess spread costs - principal	Excess spread costs - principal	(76)		(5)	(68)		(4)	(8)		(1)	12	%	25	%	Excess spread costs - principal	(70)		(4)	(79)		(5)	9		1
Total operational revenue	Total operational revenue	375		24	313		20	62		4	20	%	20	%	Total operational revenue	443		27	287		19	156		8
Amortization, Net of Accretion	Amortization, Net of Accretion														Amortization, Net of Accretion
Forward MSR amortization	Forward MSR amortization	(232)		(15)	(152)		(10)	(80)		(5)	53	%	50	%	Forward MSR amortization	(228)		(14)	(186)		(12)	(42)		(2)
Excess spread accretion	Excess spread accretion	76		5	68		4	8		1	12	%	25	%	Excess spread accretion	70		4	79		5	(9)		(1)
Reverse MSL accretion		3		—	8		1	(5)		(1)	(63)	%	(100)	%

Total amortization, net of accretion	Total amortization, net of accretion	(153)		(10)	(76)		(5)	(77)		(5)	101	%	100	%	Total amortization, net of accretion	(158)		(10)	(107)		(7)	(51)		(3)
Mark-to-Market Adjustments	Mark-to-Market Adjustments														Mark-to-Market Adjustments
MSR MTM(3)		385		24	(412)		(26)	797		50	NM		NM
MSR fair value MTM															MSR fair value MTM	(240)		(15)	(316)		(21)	76		6
Other MTM(3)															Other MTM(3)	31		2	(5)		—	36		2
Excess spread / financing MTM	Excess spread / financing MTM	(31)		(2)	29		2	(60)		(4)	NM		NM		Excess spread / financing MTM	29		2	60		4	(31)		(2)
Total MTM adjustments	Total MTM adjustments	354		22	(383)		(24)	737		46	NM		NM		Total MTM adjustments	(180)		(11)	(261)		(17)	81		6
Total revenues - Servicing	Total revenues - Servicing	$	576	36	$	(146)	(9)	$	722	45	NM		NM		Total revenues - Servicing	$	105	6	$	(81)	(5)	$	186	11

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

(2)Certain ancillary and other non-base fees related to subservicing operations are separately presented as other subservicing revenues.

(3)The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was ~~$12~~$8 and ~~$10~~$3 during the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

~~NM = Not meaningful or greater than 200% change.~~

Servicing Segment Revenues

The following provides the changes in revenues for the Servicing segment:

Forward - ~~Due~~Other ancillary revenue increased during the three months ended June 30, 2021 as compared to 2020 primarily due to the $181 gain on sale associated with loans bought out of GNMA securitization, modified and redelivered following GNMA guidelines.

Forward MSR amortization increased during the three months ended June 30, 2021 as compared to 2020, primarily due to higher prepayments driven by the low interest rate environment.

Negative MTM adjustments decreased during the three months ended June 30, 2021 compared to 2020, primarily due to favorable impact from changes in interest rates.

Subservicing - There were no material changes for Subservicing fees during the three months ended June 30, 2021 as compared to 2020.

Servicing Segment Expenses

Total expenses increased during the three months ended June 30, 2021 as compared to 2020, primarily driven by the change in foreclosure and other liquidation related recoveries, net. Foreclosure and other liquidation related recoveries, net decreased in 2021 compared to 2020, primarily due to a decrease in the release of loss reserves on servicing advances.

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Servicing Segment Other Income (Expenses), net

Total other expenses, net decreased during the three months ended June 30, 2021 as compared to 2020, primarily due to an increase in other interest income due to higher pandemic related buyouts.

Table 4. Servicing Segment Results of Operations


	Six Months Ended June 30,
	2021				2020				Change
	Amt			bps(1)	Amt			bps(1)	Amt			bps
Revenues
Operational	$	813		26	$	594		20	$	219		6
Amortization, net of accretion	(314)			(10)	(191)			(7)	(123)			(3)
Mark-to-market	174			5	(644)			(21)	818			26
Total revenues	673			21	(241)			(8)	914			29
Expenses
Salaries, wages and benefits	136			4	139			5	(3)			(1)
General and administrative
Servicing support fees	43			1	45			1	(2)			—
Corporate and other general and administrative expenses	60			2	62			2	(2)			—
Foreclosure and other liquidation related (recoveries) expenses, net	(20)			—	(23)			—	3			—
Depreciation and amortization	12			—	8			—	4			—
Total general and administrative expenses	95			3	92			3	3			—
Total expenses	231			7	231			8	—			(1)
Other income (expense)

Other interest income	48			1	43			1	5			—
Interest income	48			1	43			1	5			—

Advance interest expense	(10)			—	(13)			—	3			—
Other interest expense	(126)			(4)	(114)			(4)	(12)			—
Interest expense	(136)			(4)	(127)			(4)	(9)			—

Total other expenses, net	(88)			(3)	(84)			(3)	(4)			—
Income (loss) from continuing operations before income tax expense (benefit)	$	354		11	$	(556)		(19)	$	910		30

Weighted average cost - advance facilities	3.2		%		3.0		%		0.2		%
Weighted average cost - excess spread financing	9.0		%		9.0		%		—		%

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

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Table 4.1 Servicing - Revenues


	Six Months Ended June 30,
	2021			2020			Change
	Amt		bps(1)	Amt		bps(1)	Amt		bps
Forward MSR Operational Revenue
Base servicing fees	$	444	14	$	489	16	$	(45)	(2)
Modification fees(2)	14		—	5		—	9		—
Incentive fees(2)	1		—	9		1	(8)		(1)
Late payment fees(2)	28		1	39		1	(11)		—
Other ancillary revenues(2)	349		11	82		3	267		8
Total forward MSR operational revenue	836		26	624		21	212		5
Base subservicing fees and other subservicing revenue(2)	136		5	134		4	2		1

Total servicing fee revenue	972		31	758		25	214		6
MSR financing liability costs	(13)		—	(17)		—	4		—
Excess spread costs - principal	(146)		(5)	(147)		(5)	1		—
Total operational revenue	813		26	594		20	219		6
Amortization, Net of Accretion
Forward MSR amortization	(460)		(15)	(338)		(12)	(122)		(3)
Excess spread accretion	146		5	147		5	(1)		—


Total amortization, net of accretion	(314)		(10)	(191)		(7)	(123)		(3)
Mark-to-Market Adjustments
MSR fair value MTM	270		8	(717)		(24)	987		32
Other MTM(3)	(94)		(3)	(16)		—	(78)		(3)
Excess spread / financing MTM	(2)		—	89		3	(91)		(3)
Total MTM adjustments	174		5	(644)		(21)	818		26
Total revenues - Servicing	$	673	21	$	(241)	(8)	$	914	29

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

(2)Certain ancillary and other non-base fees related to subservicing operations are separately presented as other subservicing revenues.

(3)The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the ~~forward~~ MSR ~~portfolio’s UPB, base~~portfolio. The impact of negative modeled cash flows was $20 and $13 during the six months ended June 30, 2021 and 2020, respectively.

Servicing Segment Revenues

The following provides the changes in revenues for the Servicing segment:

Forward - Base servicing fee revenue decreased during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~2020.~~2020 primarily due a decrease in average outstanding forward UPB and increase in delinquencies. Other ancillary revenues increased primarily due to the ~~$101~~$290 gain on sale associated with loans bought out of GNMA securitization, modified and redelivered following GNMA guidelines. Late payment fees decreased due to loan forbearance related to the CARES Act.

Forward MSR amortization increased during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to 2020, primarily due to higher prepayments driven by the low interest rate environment.

~~We recorded favorable~~ MTM adjustments increased during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to ~~negative MTM adjustments in~~ 2020, primarily due to favorable impact from changes in interest rates. Other MTM decreased during the six months ended June 30, 2021 compared to 2020 primarily due to losses related to loan-related derivatives.

Subservicing - There were no material changes for Subservicing fees ~~increased~~ during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~2020, primarily due~~2020.

Servicing Segment Expenses

There were no material changes for total expenses during the six months ended June 30, 2021 as compared to ~~higher average subservicing portfolio UPB.~~2020.

3240

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~~Servicing Segment Expenses~~

Total expenses decreased during the three months ended March 31, 2021 as compared to 2020, primarily driven by the decrease in salaries, wages and benefits and the change in foreclosure and other liquidation related recoveries, net. Salaries, wages and benefits decreased in 2021 compared to 2020 primarily due to operational efficiencies driven by cost saving initiatives, which included consolidation of one of our servicing centers in the second quarter of 2020. We had foreclosure and other liquidation related recoveries, net during the three months ended March 31, 2021, primarily due to release of loss reserves on servicing advances as a result of loan modification programs related to the COVID-19 pandemic.

Servicing Segment Other Income (Expenses), net

There were no material changes for Total other expenses, net ~~increased~~ during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to 2020, primarily due to decrease in other interest income due to lower interest income earned on custodial balances due to lower LIBOR rates. Interest expense decreased during the three months ended March 31, 2021 as compared to 2020, due to a decrease in reverse mortgage interest expense primarily driven by the decline in the reverse mortgage interests portfolio, partially offset by higher compensating interest expense and bank fees.2020.

~~Table of Contents~~

Table 5. Servicing Portfolio - Unpaid Principal Balances


									Three Months Ended March 31,									Three Months Ended June 30,				Six Months Ended June 30,
									2021		2020							2021		2020		2021		2020
Average UPB	Average UPB												Average UPB
Forward MSRs	Forward MSRs								$	281,519	$	303,578	Forward MSRs					$	290,946	$	289,707	$	286,233	$	296,446
Subservicing and other(1)	Subservicing and other(1)								335,230		310,160		Subservicing and other(1)					356,354		301,680		345,792		306,121
Reverse loans									17,627		22,059

Total average UPB	Total average UPB								$	634,376	$	635,797	Total average UPB					$	647,300	$	591,387	$	632,025	$	602,567

		March 31, 2021					March 31, 2020							June 30, 2021						June 30, 2020
		UPB		Carrying Amount		bps	UPB		Carrying Amount		bps			UPB		Carrying Amount		bps		UPB		Carrying Amount		bps
Forward MSRs	Forward MSRs												Forward MSRs
Agency	Agency	$	234,589	$	2,965	126	$	238,956	$	2,618	110		Agency	$	248,799	$	2,955	119		$	228,680	$	2,308	101
Non-agency	Non-agency	41,439		389		94	51,678		491		95		Non-agency	38,656		352		91		49,295		449		91
Total forward MSRs	Total forward MSRs	276,028		3,354		122	290,634		3,109		107		Total forward MSRs	287,455		3,307		115		277,975		2,757		99

Subservicing and other(1)	Subservicing and other(1)												Subservicing and other(1)
Agency	Agency	338,064		N/A			302,060		N/A				Agency	352,643		N/A				286,710		N/A
Non-agency	Non-agency	14,417		N/A			14,873		N/A				Non-agency	14,219		N/A				10,082		N/A
Total subservicing and other	Total subservicing and other	352,481		N/A			316,933		N/A				Total subservicing and other	366,862		N/A				296,792		N/A

Reverse loans
MSR		1,847		5			2,332		6
MSL		10,372		(38)			13,360		(53)
Securitized loans		5,050		5,091			5,898		5,955
Total reverse portfolio serviced		17,269		5,058			21,590		5,908

Total ending balance	Total ending balance	$	645,778	$	8,412		$	629,157	$	9,017			Total ending balance	$	654,317	$	3,307			$	574,767	$	2,757

Forward MSRs UPB Encumbrance	Forward MSRs UPB Encumbrance								March 31, 2021		March 31, 2020		Forward MSRs UPB Encumbrance									June 30, 2021		June 30, 2020
Forward MSRs - unencumbered	Forward MSRs - unencumbered								$	121,311	$	85,124	Forward MSRs - unencumbered									$	143,420	$	83,683
Forward MSRs - encumbered(2)	Forward MSRs - encumbered(2)								154,717		205,510		Forward MSRs - encumbered(2)									144,035		194,292
Total Forward MSRs UPB	Total Forward MSRs UPB								$	276,028	$	290,634	Total Forward MSRs UPB									$	287,455	$	277,975

(1)Subservicing and other includes (i) loans we service for others, (ii) residential mortgage loans originated but have yet to be sold, and (iii) agency REO balances for which we own the mortgage servicing rights.

(2)The encumbered forward MSRs consist of residential mortgage loans included within our excess spread financing transactions and MSR financing liability.

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The following tables provide a rollforward of our forward MSR and subservicing and other portfolio UPB:


Table 6. Forward Servicing and Subservicing and Other Portfolio UPB Rollforward


		Three Months Ended March 31,
		2021						2020							Three Months Ended June 30, 2021						Three Months Ended June 30, 2020
		Forward MSR		Subservicing and Other		Total		Forward MSR		Subservicing and Other		Total			Forward MSR		Subservicing and Other		Total		Forward MSR		Subservicing and Other		Total
Balance - beginning of period	Balance - beginning of period	$	271,189	$	336,513	$	607,702	$	296,782	$	323,983	$	620,765	Balance - beginning of period	$	276,028	$	352,481	$	628,509	$	290,634	$	316,933	$	607,567
Additions:	Additions:													Additions:
Originations	Originations	23,623		1,504		25,127		11,635		662		12,297		Originations	20,907		1,374		22,281		9,478		1,024		10,502
Acquisitions / Increase in subservicing(1)	Acquisitions / Increase in subservicing(1)	4,647		53,318		57,965		(673)		23,352		22,679		Acquisitions / Increase in subservicing(1)	12,414		49,642		62,056		(1,634)		16,908		15,274
Deductions:	Deductions:													Deductions:
Dispositions	Dispositions	(50)		(1,130)		(1,180)		(40)		(10,359)		(10,399)		Dispositions	(18)		(4,815)		(4,833)		(31)		(9,751)		(9,782)
Principal reductions and other	Principal reductions and other	(2,702)		(3,231)		(5,933)		(2,748)		(2,965)		(5,713)		Principal reductions and other	(2,688)		(3,627)		(6,315)		(2,678)		(2,168)		(4,846)
Voluntary reductions(2)	Voluntary reductions(2)	(20,474)		(34,455)		(54,929)		(13,864)		(17,672)		(31,536)		Voluntary reductions(2)	(18,989)		(28,162)		(47,151)		(17,435)		(26,113)		(43,548)
Involuntary reductions(3)	Involuntary reductions(3)	(133)		(38)		(171)		(387)		(68)		(455)		Involuntary reductions(3)	(123)		(31)		(154)		(251)		(41)		(292)
Net changes in loans serviced by others	Net changes in loans serviced by others	(72)		—		(72)		(71)		—		(71)		Net changes in loans serviced by others	(76)		—		(76)		(108)		—		(108)
Balance - end of period	Balance - end of period	$	276,028	$	352,481	$	628,509	$	290,634	$	316,933	$	607,567	Balance - end of period	$	287,455	$	366,862	$	654,317	$	277,975	$	296,792	$	574,767

(1)Includes transfers to/from Subservicing and Other.

(2)Voluntary reductions are related to loan payoffs by customers.

(3)Involuntary reductions refer to loan chargeoffs.

During the three months ended ~~March 31,~~June 30, 2021, our ~~ending~~ forward MSR UPB increased primarily due to increased originations volumes ~~driven by the low interest rate environment,~~and acquisition, partially offset by increased voluntary ~~reductions.~~reductions in the low interest rate environment. During the three months ended ~~March 31,~~June 30, 2021, our subservicing and other portfolio ~~ending~~ UPB increased primarily due to portfolio growth from our subservicing clients, partially offset by increased voluntary reductions in the low interest rate environment.


Table 6.1 Forward Servicing and Subservicing and Other Portfolio UPB Rollforward


	Six Months Ended June 30, 2021						Six Months Ended June 30, 2020
	Forward MSR		Subservicing and Other		Total		Forward MSR		Subservicing and Other		Total
Balance - beginning of period	$	271,189	$	336,513	$	607,702	$	296,782	$	323,983	$	620,765
Additions:
Originations	44,530		2,878		47,408		21,113		1,686		22,799
Acquisitions / Increase in subservicing(1)	17,061		102,960		120,021		(2,307)		40,260		37,953
Deductions:
Dispositions	(68)		(5,945)		(6,013)		(71)		(20,110)		(20,181)
Principal reductions and other	(5,390)		(6,858)		(12,248)		(5,426)		(5,133)		(10,559)
Voluntary reductions(2)	(39,463)		(62,617)		(102,080)		(31,299)		(43,785)		(75,084)
Involuntary reductions(3)	(256)		(69)		(325)		(638)		(109)		(747)
Net changes in loans serviced by others	(148)		—		(148)		(179)		—		(179)
Balance - end of period	$	287,455	$	366,862	$	654,317	$	277,975	$	296,792	$	574,767

(1)Includes transfers to/from Subservicing and Other.

(2)Voluntary reductions are related to loan payoffs by customers.

(3)Involuntary reductions refer to loan chargeoffs.

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During the six months ended June 30, 2021, our forward MSR UPB increased primarily due to increased originations volumes and acquisitions, partially offset by increased voluntary reductions in the low interest rate environment. During the six months ended June 30, 2021, our subservicing and other portfolio UPB increased primarily driven by increased acquisitions, partially offset by increased voluntary reductions in the low interest rate environment.

The table below summarizes the overall performance of the forward servicing and subservicing portfolio:


Table 7. Key Performance Metrics - Forward Servicing and Subservicing Portfolio(1)


		March 31, 2021			March 31, 2020								June 30, 2021			June 30, 2020
Loan count(2)	Loan count(2)	3,373,173			3,506,998			Loan count(2)					3,461,557			3,360,826
Average loan amount(3)	Average loan amount(3)	$	186,328		$	173,231		Average loan amount(3)					$	189,026		$	171,022
Average coupon - agency(4)	Average coupon - agency(4)	4.0		%	4.4		%	Average coupon - agency(4)					3.8		%	4.4		%
Average coupon - non-agency(4)	Average coupon - non-agency(4)	4.4		%	4.7		%	Average coupon - non-agency(4)					4.4		%	4.7		%
60+ delinquent (% of loans)(5)	60+ delinquent (% of loans)(5)	5.3		%	1.9		%	60+ delinquent (% of loans)(5)					4.5		%	4.7		%
90+ delinquent (% of loans)(5)	90+ delinquent (% of loans)(5)	4.9		%	1.6		%	90+ delinquent (% of loans)(5)					4.2		%	2.2		%
120+ delinquent (% of loans)(5)	120+ delinquent (% of loans)(5)	4.6		%	1.4		%	120+ delinquent (% of loans)(5)					4.0		%	1.6		%

		Three Months Ended March 31,							Three Months Ended June 30,				Six Months Ended June 30,
		2021			2020				2021		2020		2021			2020
Total prepayment speed (12-month constant prepayment rate)	Total prepayment speed (12-month constant prepayment rate)	30.8		%	19.2		%	Total prepayment speed (12-month constant prepayment rate)	26.0	%	26.0	%	28.4		%	22.6		%

(1)Characteristics and key performance metrics of our servicing portfolio exclude UPB and loan counts acquired but not yet boarded and currently serviced by others.

(2)As of ~~March 31,~~June 30, 2021 and 2020, loan count includes ~~154,194~~123,194 and 195,423 loans in forbearance related to the CARES ~~Act.~~Act, respectively.

(3)Average loan amount is presented in whole dollar amounts.

(4)The weighted average coupon amounts presented in the table above are only reflective of our owned forward MSR portfolio that is reported at fair value.

~~Table of Contents~~

(5)Loan delinquency is based on the current contractual due date of the loan. In the case of a completed loan modification, delinquency is based on the modified due date of the loan. Loan delinquency includes loans in forbearance.

Delinquency is an assumption in determining the mark-to-market adjustment and is a key indicator of MSR portfolio performance. Delinquent loans contribute to lower MSR values due to higher costs to service and increased carrying costs of advances. Due to the COVID-19 pandemic and the implementation of the CARES Act, loans greater than ~~60 days,~~ 90 days and 120 days delinquent have increased as of ~~March 31,~~June 30, 2021 compared to 2020.


Table 8. Forward Loan Modifications and Workout Units


		Three Months Ended March 31,					Three Months Ended June 30,			Six Months Ended June 30,
		2021	2020	Amount Change	% Change		2021	2020	Change	2021	2020	Change
Modifications(1)	Modifications(1)	15,635	4,715	10,920	NM	Modifications(1)	17,545	4,329	13,216	33,180	9,044	24,136
Workouts(2)	Workouts(2)	18,341	3,113	15,228	NM	Workouts(2)	18,036	2,253	15,783	36,377	5,366	31,011
Total modifications and workout units	Total modifications and workout units	33,976	7,828	26,148	NM	Total modifications and workout units	35,581	6,582	28,999	69,557	14,410	55,147

(1)Modifications adjust the terms of the loan.

(2)Workouts are other loss mitigation options which do not adjust the terms of the loan. Workouts exclude loans which did not miss a contractual payment during forbearance related to the CARES Act.

~~NM = Not meaningful or greater than 200% change.~~

Total modifications and workouts during the three and six months ended ~~March 31,~~June 30, 2021 increased compared to 2020 primarily due to an increase in modifications and workouts related to loans impacted by the COVID-19 pandemic which successfully exited their forbearance plans.

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Servicing Portfolio and Related Liabilities

The following table sets forth the activities of forward MSRs:

Table 9. Forward MSRs - Fair Value Rollforward


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020				2021		2020		2021		2020
Fair value - beginning of period	Fair value - beginning of period	$	2,703	$	3,496		Fair value - beginning of period	$	3,354	$	3,109	$	2,703	$	3,496
Additions:	Additions:						Additions:
Servicing retained from mortgage loans sold	Servicing retained from mortgage loans sold	288		123			Servicing retained from mortgage loans sold	266		126		554		249
Purchases of servicing rights	Purchases of servicing rights	67		24			Purchases of servicing rights	151		—		218		24
Dispositions:	Dispositions:						Dispositions:
Sales and cancellation of servicing assets	Sales and cancellation of servicing assets	(2)		—			Sales and cancellation of servicing assets	(10)		—		(12)		—
Changes in fair value:	Changes in fair value:						Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model:	Due to changes in valuation inputs or assumptions used in the valuation model:						Due to changes in valuation inputs or assumptions used in the valuation model:
Agency	Agency	149		(351)			Agency	(215)		(284)		146		(635)
Non-agency	Non-agency	361		(50)			Non-agency	(25)		(32)		124		(82)
Other changes in fair value:
Changes in valuation due to amortization:							Changes in valuation due to amortization:
Scheduled principal payments	Scheduled principal payments	(24)		(23)			Scheduled principal payments	(25)		(23)		(49)		(46)
Disposition of negative MSRs and other(1)		20		20
Prepayments	Prepayments						Prepayments
Voluntary prepayments	Voluntary prepayments						Voluntary prepayments
Agency	Agency	(197)		(116)			Agency	(192)		(152)		(389)		(268)
Non-agency	Non-agency	(10)		(10)			Non-agency	(10)		(9)		(20)		(18)
Involuntary prepayments	Involuntary prepayments						Involuntary prepayments
Agency	Agency	(1)		(4)			Agency	(1)		(2)		(2)		(6)
Non-agency	Non-agency	—		—			Non-agency	—		—		—		—
Other changes:							Other changes:
Disposition of negative MSRs and other(1)							Disposition of negative MSRs and other(1)	14		24		34		43
Fair value - end of period	Fair value - end of period	$	3,354	$	3,109		Fair value - end of period	$	3,307	$	2,757	$	3,307	$	2,757

(1)Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying loans are removed from the MSR and other reclassification adjustments.

See Note 2,3, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements (unaudited), for additional information regarding the range of assumptions and sensitivities related to the fair value measurement of forward MSRs as of ~~March 31,~~June 30, 2021 and December 31, 2020.

Excess Spread Financing

As further disclosed in Note 2,3, Mortgage Servicing Rights and Related Liabilities, in the Notes to the Condensed Consolidated Financial Statements (unaudited), we have entered into sale and assignment agreements treated as financing arrangements whereby the acquirer has the right to receive a specified percentage of the excess cash flow generated from an MSR.

The servicing fees associated with an MSR can be segregated into (i) a base servicing fee and (ii) an excess servicing fee. The base servicing fee, along with ancillary income and other revenues, is designed to cover costs incurred to service the specified pool plus a reasonable margin. The remaining servicing fee is considered excess. We sell a percentage of the excess fee as a method for efficiently financing acquired MSRs and the purchase of loans. We do not currently utilize these transactions as a primary source of financing due to the availability of lower cost sources of funding.

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Excess spread financings are recorded at fair value, and the impact of fair value adjustments ~~on future revenues and capital resources~~ varies primarily due to (i) prepayment speeds (ii) recapture rates and ~~(ii) our ability to recapture mortgage prepayments through the origination platform.~~(iii) discount rates. See Note 2,3, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements (unaudited), for additional information regarding the range of assumptions and sensitivities related to the measurement of the excess spread financing liability as of ~~March 31,~~June 30, 2021 and December 31, 2020.

~~Table of Contents~~

The following table sets forth the change in the excess spread financing:

Table 10. Excess Spread Financing - Rollforward

Three Months Ended March 31,
2021 2020
Fair value - beginning of period $ 934 $ 1,311
Additions:
New financings — 24
Deductions:
Settlements and repayments (41) (58)
Changes in fair value:
Agency 38 (43)
Non-agency 3 8
Fair value - end of period $ 934 $ 1,242

~~Reverse - MSRs, MSLs and Participating Interests in Reverse Mortgages - Amortized Cost~~

The table below provides detail of the characteristics and key performance metrics of the reverse servicing portfolio, which is included in reverse MSRs, MSLs and participating interests in reverse mortgages. Such assets are recorded at amortized cost.

~~Table 11. Reverse Mortgage Portfolio Characteristics~~

March 31, 2021 March 31, 2020
Loan count 135,979 158,838
Ending unpaid principal balance $ 17,269 $ 21,590
Average loan amount(1)
$ 126,995 $ 135,924
Average coupon 2.1 % 3.3 %
Average borrower age 81.5 years 80.9 years

~~(1)Average loan amount is calculated and presented in whole dollar amounts.~~

Historically, we acquired servicing rights and participating interests in reverse mortgage portfolios; however, the portfolio is no longer regarded as a core business and is currently in run-off. Reverse mortgage loans, most commonly HECMs, provide seniors 62 and older with a loan upon which draws can be made periodically. The draws are secured by the equity in the borrower’s home. For acquired servicing rights, an MSR or MSL is established on the acquisition date at fair value, as applicable, based on the expected discounted cash flow from servicing the reverse portfolio.

Each quarter, we accrete the MSL to revenues - service related, net of the respective portfolios’ run-off. The MSL is assessed for increased obligation based on its fair value, using a variety of assumptions, with the key assumptions being discount rates, prepayment speeds and borrower life expectancy. The MSLs are stratified based on predominant risk characteristics of the underlying serviced loans. Impairment, if any, represents the excess of amortized cost of an individual stratum over its estimated fair value and is recognized through an increase in the valuation allowance.

~~Based on our assessment, no impairment or increased obligation was required to be recorded for reverse MSRs and MSLs as of March 31, 2021.~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Fair value - beginning of period	$	934	$	1,242	$	934	$	1,311
Additions:
New financings	—		—		—		24
Deductions:
Settlements and repayments	(40)		(52)		(81)		(110)
Changes in fair value:
Agency	(29)		(60)		9		(103)
Non-agency	2		(6)		5		2
Fair value - end of period	$	867	$	1,124	$	867	$	1,124

~~Table of Contents~~

Originations Segment

The strategy of our Originations segment is to originate or acquire new loans for the servicing portfolio at a more attractive cost than purchasing MSRs in bulk transactions and to retain our existing customers by providing them with attractive refinance options. The Originations segment plays a strategically important role because its profitability is typically counter cyclical to that of the Servicing segment. Furthermore, by originating or acquiring loans at a more attractive cost than would be the case in bulk MSR acquisitions, the Originations segment improves our overall profitability and cash flow. Growing the Originations segment has been a strategic focus for us for several years.

The Originations segment includes two channels:

•Our direct-to-consumer (“DTC”) lending channel relies on our call centers, website and mobile apps, specially trained teams of licensed mortgage originators, predictive analytics and modeling utilizing proprietary data from our servicing portfolio to reach our existing customers who may benefit from a new mortgage. Depending on borrower eligibility, we will refinance existing loans into conventional, government or non-agency products. Through lead campaigns and direct marketing, the direct-to-consumer channel seeks to convert leads into loans in a cost-efficient manner.

•Our correspondent lending channel acquires newly originated residential mortgage loans that have been underwritten to investor guidelines. This includes both conventional and government-insured loans that qualify for inclusion in securitizations that are guaranteed by the GSEs. Our correspondent lending channel enables us to replenish servicing portfolio run-off typically at a better rate of return than traditional bulk or flow acquisitions.

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The following tables set forth the results of operations for the Originations segment:


Table ~~12.~~11. Originations Segment Results of Operations


		Three Months Ended March 31,												Three Months Ended June 30,
		2021			2020			$ Change			% Change			2021			2020			Change
Revenues	Revenues												Revenues
Service related, net	Service related, net	$	43		$	20		$	23		115	%	Service related, net	$	45		$	21		$	24
Net gain on mortgage loans held for sale	Net gain on mortgage loans held for sale												Net gain on mortgage loans held for sale
Net gain on loans originated and sold	Net gain on loans originated and sold	286			183			103			56	%	Net gain on loans originated and sold	143			453			(310)
Capitalized servicing rights	Capitalized servicing rights	274			119			155			130	%	Capitalized servicing rights	246			123			123
Provision for repurchase reserves, net of release	Provision for repurchase reserves, net of release	(8)			(5)			(3)			60	%	Provision for repurchase reserves, net of release	(4)			(3)			(1)
Total net gain on mortgage loans held for sale	Total net gain on mortgage loans held for sale	552			297			255			86	%	Total net gain on mortgage loans held for sale	385			573			(188)
Total revenues	Total revenues	595			317			278			88	%	Total revenues	430			594			(164)
Expenses	Expenses												Expenses
Salaries, wages and benefits	Salaries, wages and benefits	167			117			50			43	%	Salaries, wages and benefits	164			120			44
General and administrative	General and administrative												General and administrative
Loan origination expenses	Loan origination expenses	27			16			11			69	%	Loan origination expenses	26			16			10
Corporate and other general administrative expenses	Corporate and other general administrative expenses	20			18			2			11	%	Corporate and other general administrative expenses	17			16			1
Marketing and professional service fees	Marketing and professional service fees	13			12			1			8	%	Marketing and professional service fees	13			11			2
Depreciation and amortization	Depreciation and amortization	4			3			1			33	%	Depreciation and amortization	6			4			2
Total general and administrative	Total general and administrative	64			49			15			31	%	Total general and administrative	62			47			15
Total expenses	Total expenses	231			166			65			39	%	Total expenses	226			167			59
Other income (expenses)	Other income (expenses)												Other income (expenses)
Interest income	Interest income	23			34			(11)			(32)	%	Interest income	26			19			7
Interest expense	Interest expense	(25)			(27)			2			(7)	%	Interest expense	(23)			(13)			(10)

Total other (expenses) income, net		(2)			7			(9)			(129)	%
Income before income tax expense		$	362		$	158		$	204		129	%
Total other income, net													Total other income, net	3			6			(3)
Income from continuing operations before income tax expense													Income from continuing operations before income tax expense	$	207		$	433		$	(226)

Weighted average note rate - mortgage loans held for sale	Weighted average note rate - mortgage loans held for sale	2.9		%	3.8		%	(0.9)		%	(24)	%	Weighted average note rate - mortgage loans held for sale	3.1		%	3.3		%	(0.2)		%
Weighted average cost of funds (excluding facility fees)	Weighted average cost of funds (excluding facility fees)	2.2		%	3.2		%	(1.0)		%	(31)	%	Weighted average cost of funds (excluding facility fees)	2.1		%	2.6		%	(0.5)		%

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Table ~~13.~~11.1 Originations - Key Metrics


		Three Months Ended March 31,												Three Months Ended June 30,
		2021			2020			$ Change			% Change			2021			2020			Change
Key Metrics	Key Metrics												Key Metrics
Consumer direct lock pull through adjusted volume(1)	Consumer direct lock pull through adjusted volume(1)	$	10,322		$	7,423		$	2,899		39	%	Consumer direct lock pull through adjusted volume(1)	$	8,634		$	9,595		$	(961)
Other locked pull through adjusted volume(1)	Other locked pull through adjusted volume(1)	12,945			5,254			7,691			146	%	Other locked pull through adjusted volume(1)	9,724			2,799			6,925
Total pull through adjusted lock volume	Total pull through adjusted lock volume	$	23,267		$	12,677		$	10,590		84	%	Total pull through adjusted lock volume	$	18,358		$	12,394		$	5,964
Funded volume	Funded volume	$	25,133		$	12,359		$	12,774		103	%	Funded volume	$	22,227		$	10,729		$	11,498
Volume of loans sold	Volume of loans sold	$	26,311		$	13,255		$	13,056		98	%	Volume of loans sold	$	24,950		$	11,172		$	13,778
Recapture percentage(2)	Recapture percentage(2)	31.0		%	29.8		%	1.2		%	4	%	Recapture percentage(2)	31.9		%	26.1		%	5.8		%
Refinance recapture percentage(3)	Refinance recapture percentage(3)	36.5		%	37.5		%	(1.0)		%	(3)	%	Refinance recapture percentage(3)	41.5		%	30.9		%	10.6		%
Purchase as a percentage of funded volume	Purchase as a percentage of funded volume	12.2		%	26.0		%	(13.8)		%	(53)	%	Purchase as a percentage of funded volume	23.9		%	10.3		%	13.6		%
Value of capitalized servicing on retained settlements	Value of capitalized servicing on retained settlements	128		bps	137		bps	(9)		bps	(7)	%	Value of capitalized servicing on retained settlements	128		bps	133		bps	(5)		bps

Originations Margin	Originations Margin												Originations Margin
Revenue	Revenue	$	595		$	317		$	278		88	%	Revenue	$	430		$	594		$	(164)
Pull through adjusted lock volume	Pull through adjusted lock volume	$	23,267		$	12,677		$	10,590		84	%	Pull through adjusted lock volume	$	18,358		$	12,394		$	5,964
Revenue as a percentage of pull through adjusted lock volume(4)	Revenue as a percentage of pull through adjusted lock volume(4)	2.56		%	2.50		%	0.06		%	2	%	Revenue as a percentage of pull through adjusted lock volume(4)	2.34		%	4.79		%	(2.45)		%

Expenses(5)	Expenses(5)	$	233		$	159		$	74		47	%	Expenses(5)	$	223		$	161		$	62
Funded volume	Funded volume	$	25,133		$	12,359		$	12,774		103	%	Funded volume	$	22,227		$	10,729		$	11,498
Expenses as a percentage of funded volume(6)	Expenses as a percentage of funded volume(6)	0.93		%	1.29		%	(0.36)		%	(28)	%	Expenses as a percentage of funded volume(6)	1.00		%	1.50		%	(0.50)		%

Originations Margin	Originations Margin	1.63		%	1.21		%	0.42		%	35	%	Originations Margin	1.34		%	3.29		%	(1.95)		%

(1)Pull through adjusted volume represents the expected funding from locks taken during the period.

(2)Recapture percentage includes new loan originations for both purchase and refinance transactions where borrower retention and/or property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(3)Refinance recapture percentage includes new loan originations for refinance transactions where borrower retention and property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(4)Calculated on pull-through adjusted lock volume as revenue is recognized at the time of loan lock.

(5)Expenses include total expenses and total other income (expenses), net.

(6)Calculated on funded volume as expenses are incurred based on closing of the loan.

Income from continuing operations before income tax expense ~~increased~~decreased for the three months ended ~~March 31,~~June 30, 2021 as compared to 2020 primarily due to ~~an increase~~a decrease in total revenues driven by ~~origination volume growth due to the low interest rate environment.~~a decrease in net gain on loans originated and sold in connection with unfavorable mark-to-market loans-related derivatives/hedges revenues. The Originations Margin for the three months ended ~~March 31,~~June 30, 2021 ~~increased~~decreased as compared to 2020 primarily due to a lower ~~expenses~~revenue ratio as a percentage of ~~funded~~pull through adjusted lock volume driven by ~~operational efficiencies.~~lower margins from a shift in channel mix from DTC to higher correspondent channel mix. Correspondent channel mix for the three months ended June 30, 2021 was 53% compared to 23% in 2020.

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Originations Segment Revenues

Total revenues ~~increased~~decreased during the three months ended ~~March 31,~~June 30, 2021 compared to 2020 primarily driven by a decrease in net gain on loans originated and sold as a result of unfavorable mark-to-market loans-related derivatives/hedges revenue, partially offset by higher origination volumes in a lower interest rate environment, primarily from the ~~DTC~~correspondent channel. Total revenue ~~increased $278~~decreased $164 or ~~88%~~28% period over period asdespite a total pull through adjusted lock volume ~~increased 84%~~increase of 48% during the same period. There were no material changes for repurchase reserves.

Originations Segment Expenses

Total expenses during the three months ended ~~March 31,~~June 30, 2021 increased when compared to 2020 primarily due to growth in origination volumes. The origination volume growth contributed to the increase in salaries, wages and benefits, due to increased compensation and headcount related costs. Despite the increase in expenses, our expenses as a percentage of funded volume decreased during the three months ended June 30, 2021 when compared to 2020, demonstrating an improvement in cost efficiencies and scale.

Originations Segment Other Income (Expenses), Net

Interest income relates primarily to mortgage loans held for sale. Interest expense is associated with the warehouse facilities utilized to finance newly originated loans.

Interest income during the three months ended ~~March 31,~~June 30, 2021 increased when compared to 2020 primarily driven by higher originations volume offset by an increase in interest expense driven by originations volume growth.


Table 12. Originations Segment Results of Operations


	Six Months Ended June 30,
	2021			2020			Change
Revenues
Service related, net	$	88		$	41		$	47
Net gain on mortgage loans held for sale
Net gain on loans originated and sold	429			636			(207)
Capitalized servicing rights	520			242			278
Provision for repurchase reserves, net of release	(12)			(8)			(4)
Total net gain on mortgage loans held for sale	937			870			67
Total revenues	1,025			911			114
Expenses
Salaries, wages and benefits	331			237			94
General and administrative
Loan origination expenses	53			32			21
Corporate and other general administrative expenses	37			34			3
Marketing and professional service fees	26			23			3
Depreciation and amortization	10			7			3
Total general and administrative	126			96			30
Total expenses	457			333			124
Other income (expenses)
Interest income	49			53			(4)
Interest expense	(48)			(40)			(8)

Total other income, net	1			13			(12)
Income from continuing operations before income tax expense	$	569		$	591		$	(22)

Weighted average note rate - mortgage loans held for sale	3.0		%	3.5		%	(0.5)		%
Weighted average cost of funds (excluding facility fees)	2.2		%	2.9		%	(0.7)		%

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Table 12.1 Originations - Key Metrics


	Six Months Ended June 30,
	2021			2020			Change
Key Metrics
Consumer direct lock pull through adjusted volume(1)	$	18,956		$	17,018		$	1,938
Other locked pull through adjusted volume(1)	22,669			8,053			14,616
Total pull through adjusted lock volume	$	41,625		$	25,071		$	16,554
Funded volume	$	47,360		$	23,088		$	24,272
Volume of loans sold	$	51,261		$	24,427		$	26,834
Recapture percentage(2)	31.5		%	27.5		%	4.0		%
Refinance recapture percentage(3)	38.6		%	33.4		%	5.2		%
Purchase as a percentage of funded volume	17.7		%	18.7		%	(1.0)		%
Value of capitalized servicing on retained settlements	128		bps	135		bps	(7)		bps

Originations Margin
Revenue	$	1,025		$	911		$	114
Pull through adjusted lock volume	$	41,625		$	25,071		$	16,554
Revenue as a percentage of pull through adjusted lock volume(4)	2.46		%	3.63		%	(1.17)		%

Expenses(5)	$	456		$	320		$	136
Funded volume	$	47,360		$	23,088		$	24,272
Expenses as a percentage of funded volume(6)	0.96		%	1.39		%	(0.43)		%

Originations Margin	1.50		%	2.24		%	(0.74)		%

(1)Pull through adjusted volume represents the expected funding from locks taken during the period.

(4)Calculated on pull-through adjusted lock volume as revenue is recognized at the time of loan lock.

(5)Expenses include total expenses and total other income (expenses), net.

(6)Calculated on funded volume as expenses are incurred based on closing of the loan.

Income from continuing operations before income tax expense decreased for the six months ended June 30, 2021 as compared to 2020 primarily due to an increase in total expenses driven by higher salaries, wages and benefits and loan originations expenses as a result of higher origination volume due to the low interest rate environment and funding out the pipeline. The Originations Margin for 2021 decreased as compared to 2020 primarily due to a lower revenue ratio as a percentage of pull through adjusted lock volume driven by lower margins from a shift in channel mix from DTC to higher correspondent channel mix.

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Originations Segment Revenues

Total revenues increased during the six months ended June 30, 2021 compared to 2020 primarily driven by higher origination volumes in a lower interest rate environment, primarily from the correspondent channel, partially offset by a decrease in net gain on loans originated and sold in connection with unfavorable mark-to-market loans-related derivatives revenue. Total revenue increased $114 or 13% period over period as total pull through adjusted lock volume increased 66% during the same period. There were no material changes for repurchase reserves.

Originations Segment Expenses

Total expenses during the six months ended June 30, 2021 increased when compared to 2020 primarily due to growth in origination volumes. The origination volume growth contributed to the increase in salaries, wages and benefits, due to increased compensation and headcount related costs. Despite the increase in expenses, our expenses as a percentage of funded volume decreased during the six months ended June 30, 2021 when compared to 2020, demonstrating an improvement in cost efficiencies and scale.

Originations Segment Other Income (Expenses), Net

Interest income during the six months ended June 30, 2021 decreased when compared to 2020 primarily driven by a lower average note rate on mortgage loans held for ~~sale.~~sale partially offset by growth in originations volume. Interest expense increased primarily due to the growth of originations volume.

Xome Segment

Xome is a real estate services company that provides services for mortgage originators and servicers, including Mr. Cooper, as well as mortgage and real estate investors. Xome generates fee income that complements our servicing and origination businesses without requiring a significant amount of capital or exposing us to the same level of interest rate or credit risk.

Xome ishistorically has been organized into three divisions: Exchange, Solutions, and Title. On March 12, 2021, we entered into a Stock Purchase Agreement with Blend Labs, in which Blend Labs will acquire our title business. Pursuant to the Stock Purchase Agreement, all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the transaction, were held for the benefit of Blend Labs. The transaction was completed on June 30, 2021. Consequently, we have removed any discussion of the Title ~~and Solutions.~~division from our results of operations from March 12, 2021 forward. Our other Xome divisions are:

•The Exchange division consists of the Xome.com auction platform which utilizes proprietary technology designed to provide efficient execution for sales of foreclosed properties.

•The Title division is a tech-enabled platform and offers an extensive product suite including origination, home equity, and default with centralized title production. Title insurance workflow is enhanced via X1 Analytics proprietary automated title data and decision engine. On March 12, 2021, we entered into an agreement to sell the title business. The sale is expected to close during the second quarter of 2021. For more information, see ~~Note 1, Nature of Business and Basis of Presentation,~~ ~~in theNotes to the Condensed Consolidated Financial Statements (unaudited)~~.

•~~The~~ Solutions division consists of field services, collateral valuation, recapture and data analytic solutions to improve purchase, refinance and default transactions.

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The following tables set forth the results of operations for the Xome segment:


Table ~~14.~~13. Xome Segment Results of Operations


		Three Months Ended March 31,												Three Months Ended June 30,
		2021			2020			$ Change			% Change			2021			2020			Change
Xome - Operations	Xome - Operations												Xome - Operations
Revenues:	Revenues:												Revenues:
Exchange	Exchange	$	5		$	16		$	(11)		(69)	%	Exchange	$	5		$	9		$	(4)
Title	Title	56			43			13			30	%	Title	—			52			(52)
Solutions	Solutions	35			47			(12)			(26)	%	Solutions	34			45			(11)
Total revenues	Total revenues	96			106			(10)			(9)	%	Total revenues	39			106			(67)
Expenses:	Expenses:												Expenses:
Salaries, wages and benefits	Salaries, wages and benefits	29			35			(6)			(17)	%	Salaries, wages and benefits	17			33			(16)
General and administrative	General and administrative												General and administrative
Operational expenses	Operational expenses	55			58			(3)			(5)	%	Operational expenses	25			59			(34)
Depreciation and amortization	Depreciation and amortization	3			3			—			—	%	Depreciation and amortization	3			3			—
Total general and administrative	Total general and administrative	58			61			(3)			(5)	%	Total general and administrative	28			62			(34)
Total expenses	Total expenses	87			96			(9)			(9)	%	Total expenses	45			95			(50)
Total other income, net	Total other income, net	—			1			(1)			(100)	%	Total other income, net	486			1			485
Income before income tax expense		$	9		$	11		$	(2)		(18)	%
Income from continuing operations before income tax expense													Income from continuing operations before income tax expense	$	480		$	12		$	468
Pre-tax margin	Pre-tax margin	9.4		%	10.4		%	(1.0)		%	(10)	%	Pre-tax margin	1230.8		%	11.3		%	1219.5		%

Key Metrics	Key Metrics												Key Metrics
Exchange properties sold	Exchange properties sold	710			2,114			(1,404)			(66)	%	Exchange properties sold	659			1,191			(532)
Average Exchange properties under management	Average Exchange properties under management	14,210			17,777			(3,567)			(20)	%	Average Exchange properties under management	14,196			17,438			(3,242)
Title completed orders	Title completed orders	188,356			230,648			(42,292)			(18)	%	Title completed orders	—			245,252			(245,252)
Solutions completed orders	Solutions completed orders	546,552			430,726			115,826			27	%	Solutions completed orders	475,507			521,169			(45,662)
Percentage of revenue earned from third-party customers	Percentage of revenue earned from third-party customers	48.2		%	54.6		%	(6.4)		%	(12)	%	Percentage of revenue earned from third-party customers	35.8		%	53.4		%	(17.6)		%

Income from continuing operations before income tax expense ~~decreased~~increased during the three months ended ~~March 31,~~June 30, 2021 as compared to 2020 primarily due to ~~a decrease~~an increase in total ~~revenues,~~other income, net, partially offset by a decrease in total ~~expenses.~~revenues. The increase in total other income, net, is a result of the gain of $487 associated with the sale of the title business to Blend Labs, Inc. We initially entered into a Stock Purchase Agreement with Blend Labs on March 12, 2021 to sell our title business, which was subsequently completed on June 30, 2021. Under the Stock Purchase Agreement, all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the Title Transaction would be held to the benefit of Blend Labs. As result, the title business did not contribute to the Xome segment’s revenues in the second quarter of 2021. For more information, see Note 1, Nature of Business and Basis of Presentation, in the Notes to the Condensed Consolidated Financial Statements (unaudited).

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Table 13.1 Xome Segment Results of Operations


	Six Months Ended June 30,
	2021			2020			Change
Xome - Operations
Revenues:
Exchange	$	10		$	25		$	(15)
Title	56			95			(39)
Solutions	69			92			(23)
Total revenues	135			212			(77)
Expenses:
Salaries, wages and benefits	46			68			(22)
General and administrative
Operational expenses	80			117			(37)
Depreciation and amortization	6			6			—
Total general and administrative	86			123			(37)
Total expenses	132			191			(59)
Total other income, net	486			2			484
Income from continuing operations before income tax expense	$	489		$	23		$	466
Pre-tax margin	362.2		%	10.8		%	351.4		%

Key Metrics
Exchange properties sold	1,369			3,305			(1,936)
Average Exchange properties under management	14,203			17,608			(3,405)
Title completed orders	188,356			475,900			(287,544)
Solutions completed orders	1,022,059			951,895			70,164
Percentage of revenue earned from third-party customers	44.6		%	54.0		%	(9.4)		%

Income from continuing operations before income tax expense increased during the six months ended June 30, 2021 as compared to 2020 primarily due to an increase in total other income, net, partially offset by a decrease in total revenues. The increase in total other income, net, is a result of the gain associated with the sale of the title business to Blend Labs, Inc. The decrease in total revenues was driven by ~~a decrease in Solutions revenues primarily due~~the Stock Purchase Agreement which stipulated that all cash generated, subject to ~~a shift in product mix with lower third party originations~~certain adjustments, between March 13, 2021 and ~~default appraisals and a decrease in Exchange revenues due~~the closing date of the Title Transaction would be held to the decrease in defaults and foreclosures nationwide related to the CARES Act. The decrease in total revenues was partially offset by an increase in Title revenues primarily driven by a shift in product mix with higher Title origination orders. The decrease in total expenses was primarily due to a decrease in salaries, wages and benefits driven by operational efficiencies.benefit of Blend Labs.

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Corporate/Other

Corporate/Other represents unallocated overhead expenses, including the costs of executive management and other corporate functions that are not directly attributable to our operating segments, and interest expense on our unsecured senior notes.

The following table set forth the selected financial results for Corporate/Other:


Table ~~15.~~14. Corporate/Other Selected Financial Results


		Three Months Ended March 31,									Three Months Ended June 30,						Six Months Ended June 30,
		2021		2020		$ Change		% Change			2021		2020		Change		2021		2020		Change
Corporate/Other - Operations	Corporate/Other - Operations									Corporate/Other - Operations
Total expenses	Total expenses	$	26	$	33	$	(7)	(21)	%	Total expenses	$	33	$	34	$	(1)	$	59	$	67	$	(8)
Interest expense	Interest expense	30		52		(22)		(42)	%	Interest expense	31		47		(16)		61		99		(38)

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There were no material changes for total expenses during the three months ended June 30, 2021 as compared to 2020. Total expenses decreased in the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to 2020 primarily due to a decrease in general and administrative expense. General and administrative expense was higher in ~~the three months ended March 31,~~ 2020 due to an $8 loss on impairment of assets in connection with an ancillary business and higher legal reserves. ~~The decrease in total expenses was partially offset by higher salaries, wages and benefits primarily driven by an increase in stock based compensation and severance.~~

Interest expense decreased in the three and six months ended ~~March 31,~~June 30, 2021 as compared to 2020 primarily due to a decrease in interest expense on unsecured senior notes as a result of repayment and redemption in 2020 of the unsecured senior notes due 2021, 2022, 2023 and 2026 and the issuance in 2020 of the unsecured senior notes due 2027, 2028 and 2030 at lower interest rates.

~~Tabl~~eTable of Contents

Liquidity and Capital Resources

We measure liquidity by unrestricted cash and availability of borrowings on our MSR facilities and other facilities. We held cash and cash equivalents on hand of ~~$674~~$716 as of ~~March 31,~~June 30, 2021 compared to $695 as of December 31, 2020. ~~During the three months ended March 31, 2021, we bought back 4.5 million shares of our outstanding common stocks as part of the $210 stock repurchase program.~~

We have sufficient borrowing capacity to support our operations. As of ~~March 31,~~June 30, 2021, total available borrowing capacity was ~~$14,680,~~$14,930, of which ~~$7,292~~$7,088 was unused. ~~Specifically, in regards to the MSR facilities as of March 31, 2021, we had~~ ~~$1,827~~ ~~collateral pledged against the facilities, of which we could borrow an additional~~ ~~$390.~~

The economic impact of the COVID-19 pandemic could continue to result in an increase in servicing advances and liquidity demands related to the utilization of forbearance programs offered by the CARES Act. Forbearance rates have declined since the peak during the second of quarter of 2020. ~~Based on current modeling of expected forbearance rates within our portfolio, we believe that we are well-positioned to manage an increase in advances.~~ As of ~~March 31,~~June 30, 2021, our total advance facility capacity was $2,040, of which ~~$1,402~~$1,463 remained unused. For more information on our ~~MSR and~~ advance facilities, see Note 9, Indebtedness in the Notes to the Condensed Consolidated Financial Statements (unaudited). ~~For non-agency servicing, we are reimbursed for advances relatively quickly, which should limit growth in balances with even higher forbearance rates.~~

Sources and Uses of Cash

Our primary sources of funds for liquidity include: (i) servicing fees and ancillary revenues; (ii) ~~payments received from sale or securitization of loans; (iii) payments from the liquidation or securitization of our outstanding participating interests in reverse mortgage loans; (iv)~~ advance and warehouse facilities, other secured borrowings and the unsecured senior notes; and ~~(v)~~(iii) payments received in connection with the sale of ~~advance receivables and~~ excess spread.

Our primary uses of funds for liquidity include: (i) funding of servicing advances (ii) originations of loans; (iii) payment of interest expenses; (iv) payment of operating expenses; (v) repayment of borrowings and repurchases or redemptions of outstanding indebtedness; (vi) payments for acquisitions of MSRs; ~~(vii) scheduled~~ and ~~unscheduled draws on our serviced reverse residential mortgage loans; and (viii)~~(vii) payment of our technology expenses.

We believe that our cash flows from operating activities, as well as capacity through existing facilities, provide adequate resources to fund our anticipated ongoing cash requirements. We rely on these facilities to fund operating activities. As the facilities mature, we anticipate renewal of these facilities will be achieved. Future debt maturities will be funded with cash and cash equivalents, cash flow from operating activities and, if necessary, future access to capital markets. We continue to optimize the use of balance sheet cash to avoid unnecessary interest carrying costs.

In addition, derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to originations. See Note 8, Derivative Financial Instruments, in the Notes to the Condensed Consolidated Financial Statements (unaudited) in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our derivative transactions.

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be variable interest entities (“VIEs”), which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which we transfer assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets. In these securitization transactions, we typically receive cash and/or other interests in the SPE as proceeds for the transferred assets. See Note 10, Securitizations and Financings, in the Notes to the Condensed Consolidated Financial Statements (unaudited) in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our transactions with VIEs and unconsolidated balances, and details of their impact on our condensed consolidated financial statements.

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Cash Flows

The table below presents cash flows information:

Table ~~16.~~15. Cash Flows


		Three Months Ended March 31,									Six Months Ended June 30,
		2021		2020		$ Change		% Change			2021		2020		Change
Net cash attributable to:	Net cash attributable to:									Net cash attributable to:
Operating activities	Operating activities	$	(76)	$	710	$	(786)	NM		Operating activities	$	(114)	$	2,066	$	(2,180)
Investing activities	Investing activities	(82)		4		(86)		NM		Investing activities	(247)		(14)		(233)
Financing activities	Financing activities	180		(481)		661		NM		Financing activities	354		(1,363)		1,717
Net increase in cash, cash equivalents, and restricted cash		$	22	$	233	$	(211)	(91)	%
Net (decrease) increase in cash, cash equivalents, and restricted cash										Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(7)	$	689	$	(696)

~~NM = Not meaningful or greater than 200% change.~~

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Operating activities

Our operating activities used cash of ~~$76~~$114 during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to cash generated of ~~$710~~$2,066 in 2020. The change in cash attributable to operating activities was primarily ~~due~~related to continuing operations, driven by an increase of ~~$747~~$1,853 in the cash used from originations net ~~sales~~sale activities, as a result of an increase in repurchases of forward ~~loans~~loan assets out of Ginnie Mae securitizations, ~~partially offset~~and a decrease of $774 driven by ~~an increase~~fair values changes in ~~working capital~~MSRs. In addition, we recorded a $487 gain from the sale of ~~$161.~~the title business in 2021.

Investing activities

Our investing activities used cash of ~~$82~~$247 during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to cash ~~generated~~used of $4$14 in 2020. The ~~change~~increase in used cash ~~attributable to~~for investing activities was primarily ~~due~~related to continuing operations, driven by an increase of ~~$42~~$186 in cash used for the purchase of forward mortgage servicing rights and a decrease in cash generated of ~~$42~~$30 from proceeds on sale of forward mortgage servicing rights.

Financing activities

Our financing activities generated cash of ~~$180~~$354 during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to cash used of ~~$481~~$1,363 in 2020. The change in cash attributable to financing activities was primarily ~~due~~related to ~~the~~continuing operations, driven by an increase of ~~$570~~$1,567 in cash generated from advance and warehouse facilities due to net increased borrowing of ~~$613~~$1,047 from advance and warehouse facilities compared to ~~$43~~net repayment of $520 in 2020. Additionally, in 2020, $698 of cash was used in the redemption and repayment of the 2021 and 2022 unsecured senior notes, partially offset by $600 related to the issuance of the 2027 unsecured senior notes. There were no such activities in 2021.

Capital Resources

Capital Structure and Debt

We require access to external financing resources from time to time depending on our cash requirements, assessments of current and anticipated market conditions and after-tax cost of capital. If needed, we believe additional capital could be raised through a combination of issuances of equity, corporate indebtedness, asset-backed acquisition financing and/or cash from operations. Our access to capital markets can be impacted by factors outside our control, including economic conditions.

Financial Covenants

Our credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements. These covenants are measured at our operating subsidiary, Nationstar Mortgage LLC. As of ~~March 31,~~June 30, 2021, we were in compliance with our required financial covenants.

Seller/Servicer Financial Requirements

We are also subject to net worth, liquidity and capital ratio requirements established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers, as summarized below. These requirements apply to our operating subsidiary, Nationstar Mortgage, LLC.

~~Table of Contents~~

Minimum Net Worth

▪FHFA - a net worth base of $2.5 plus 25 basis points of outstanding UPB for total loans serviced.

▪Ginnie Mae - a net worth equal to the sum of (i) base of $2.5 plus 35 basis points of the issuer’s total single-family effective outstanding obligations, and (ii) base of $5 plus 1% of the total effective outstanding HMBS obligations.

Minimum Liquidity

•FHFA - 3.5 basis points of total Agency Mortgage Servicing UPB plus incremental 200 basis points of total nonperforming Agency, measured at 90+ delinquencies, servicing in excess of 6% total Agency servicing UPB.

•Ginnie Mae - the greater of $1 or 10 basis points of our outstanding single-family MBS and at least 20% of our net worth requirement for ~~HECM MBS.~~Home Equity Conversion Mortgage (“HECM”) mortgage-backed securities (“HMBS”).

Minimum Capital Ratio

▪FHFA and Ginnie Mae - a ratio of Tangible Net Worth to Total Assets (excluding HMBS securitizations) greater than 6%.

Secured Debt to Gross Tangible Asset Ratio

•Ginnie Mae - a secured debt to gross tangible asset ratios no greater than 60%.

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As of ~~March 31,~~June 30, 2021, we were in compliance with our seller/servicer financial requirements for FHFA and Ginnie Mae.

Since we have a Ginnie Mae single-family servicing portfolio that exceeds $75 billion in UPB, we are also required to obtain an external primary servicer rating and issuer credit ratings from two different rating agencies and receive a minimum rating of a B or its equivalent. We are permitted to satisfy minimum liquidity requirements using a combination of AAA rated government securities that are marked to market in addition to cash and certain cash equivalents.

In addition, Fannie Mae or Freddie Mac may require capital ratios in excess of stated requirements. Refer to Note 14, Capital Requirements, in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information.

Table ~~17.~~16. Debt


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
Advance facilities principal amount	Advance facilities principal amount	$	638	$	669	Advance facilities principal amount	$	577	$	669
Warehouse facilities principal amount	Warehouse facilities principal amount	6,480		5,835		Warehouse facilities principal amount	6,470		5,330
MSR facilities principal amount	MSR facilities principal amount	270		270		MSR facilities principal amount	270		270
Unsecured senior notes principal amount	Unsecured senior notes principal amount	2,100		2,100		Unsecured senior notes principal amount	2,100		2,100

Advance Facilities

As part of our normal course of business, we borrow money to fund servicing advances. Our servicing agreements require that we advance our own funds to meet contractual principal and interest payments for certain investors, and to pay taxes, insurance, foreclosure costs and various other items that are required to preserve the assets being serviced. Delinquency rates and prepayment speeds affect the size of servicing advance balances, and we exercise our ability to stop advancing principal and interest where the pooling and servicing agreements permit, where the advance is deemed to be non-recoverable from future proceeds. These servicing requirements affect our liquidity. We rely upon several counterparties to provide us with financing facilities to fund a portion of our servicing advances. As of ~~March 31,~~June 30, 2021, we had a total borrowing capacity of $2,040, of which we could borrow an additional ~~$1,402.~~$1,463.

Warehouse and MSR Facilities

Loan origination activities generally require short-term liquidity in excess of amounts generated by our operations. The loans we originate are financed through several warehouse lines on a short-term basis. We typically hold the loans for approximately 30 days and then sell or place the loans in government securitizations in order to repay the borrowings under the warehouse lines. Our ability to fund current operations depends upon our ability to secure these types of short-term financings on acceptable terms and to renew or replace the financings as they expire. As of ~~March 31,~~June 30, 2021, we had a total borrowing capacity of ~~$11,980 and $660~~$12,890 for warehouse and MSR facilities, of which we could borrow an additional ~~$5,500 and $390, respectively.~~

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As a servicer for reverse mortgage loans, among other things, we are required to fund borrower draws on the loans. We typically pool borrower draws for approximately 30 days before including them in a HMBS securitization. As of March 31, 2021, unsecuritized borrower draws totale~~d $77 and our maximum unfunded advance obligation related to these reverse mortgage loans was $2,113.~~$5,625.

Unsecured Senior Notes

In 2020, we completed offerings of unsecured senior notes with maturity dates ranging from 2027 to 2030. We pay interest semi-annually to the holders of these notes at interest rates ranging from 5.125% to 6.000%. For more information regarding our indebtedness, see Note 9, Indebtedness, in the Notes to the Condensed Consolidated Financial Statements (unaudited).

Contractual Obligations

As of ~~March 31,~~June 30, 2021, no material changes to our outstanding contractual obligations were made from the amounts previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2020 except for the following:

In the second quarter of 2021, we entered into an agreement, under which we committed a total of $83 over a period of 5 years in exchange for cloud platform service.

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Critical Accounting Policies and Estimates

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified the following policies that, due to the judgment, estimates and assumptions inherent in those policies, are critical to an understanding of our condensed consolidated financial statements. These policies relate to fair value measurements, particularly those determined to be Level 3 as discussed in Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements (unaudited), goodwill, and valuation and realization of deferred tax assets. We believe that the judgment, estimates and assumptions used in the preparation of our condensed consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of these critical accounting policies on our condensed consolidated financial statements, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition. Fair value measurements considered to be Level 3 representing estimated values based on significant unobservable inputs include (i) the valuation of MSRs, (ii) the valuation of excess spread financing, and (iii) the valuation of IRLCs. For further information on our critical accounting policies and estimates, please refer to the Company’s Annual Reports on Form 10-K for the year ended December 31, 2020. There have been no material changes to our critical accounting policies and estimates since December 31, 2020.

Other Matters

Recent Accounting Developments

Below lists recently issued accounting pronouncements applicable to us but not yet ~~effective.~~adopted.

Accounting Standards Update 2020-04 and 2021-01, collectively implemented as Accounting Standards Codification Topic 848 (“ASC 848”), Reference Rate Reform provide temporary optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, hedge accounting and other transactions affected by the transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. If LIBOR ceases to exist or if the methods of calculating LIBOR change from current methods for any reasons, interest rates on our floating rate loans, obligation derivatives, and other financial instruments tied to LIBOR rates, may be affected and need renegotiation with its lenders. In January 2021, ASU 2021-01 was issued to clarify that all derivatives instruments affected by changes to the interests rates used for discounting, margining alignment due to reference rate reform are in scope of ASC 848. ASU 2020-04 and ASU 2021-01 are effective March 2020 and January 2021, respectively, through December 31, 2022. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. We are currently assessing the impact of ASU 2020-04 and ASU ~~2020-01~~2021-01 on our consolidated financial statements.

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GLOSSARY OF TERMS

This Glossary of Terms defines some of the terms that are used throughout this report and does not represent a complete list of all defined terms used.

Advance Facility. A secured financing facility to fund advance receivables which is backed by a pool of mortgage servicing advance receivables made by a servicer to a certain pool of mortgage loans.

Agency. Government entities guaranteeing the mortgage investors that the principal amount of the loan will be repaid; the Federal Housing Administration, the Department of Veterans Affairs, the US Department of Agriculture and Ginnie Mae (and collectively, the “Agencies”)

Agency Conforming Loan. A mortgage loan that meets all requirements (loan type, maximum amount, LTV ratio and credit quality) for purchase by Fannie Mae, Freddie Mac, or insured by the FHA, USDA or guaranteed by the VA or sold into Ginnie Mae.

Asset-Backed Securities (“ABS”). A financial security whose income payments and value is derived from and collateralized (or “backed”) by a specified pool of underlying receivables or other financial assets.

Bulk acquisitions or purchases. MSR portfolio acquired on non-retained basis through an open market bidding process.

Base Servicing Fee. The servicing fee retained by the servicer, expressed in basis points, in an excess MSR arrangement in exchange for the provision of servicing functions on a portfolio of mortgage loans, after which the servicer and the co-investment partner share the excess fees on a pro rata basis.

Conventional Mortgage Loans. A mortgage loan that is not guaranteed or insured by the FHA, the VA or any other government agency. Although a conventional loan is not insured or guaranteed by the government, it can still follow the guidelines of GSEs and be sold to the GSEs.

Correspondent lender, lending channel or relationship. A correspondent lender is a lender that funds loans in their own name and then sells them off to larger mortgage lenders. A correspondent lender underwrites the loans to the standards of an investor and provides the funds at close.

Delinquent Loan. A mortgage loan that is 30 or more days past due from its contractual due date.

Department of Veterans Affairs (“VA”). The VA is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers eligible for securitization with GNMA.

Direct-to-consumer originations (“DTC”). A type of mortgage loan origination pursuant to which a lender markets refinancing and purchase money mortgage loans directly to selected consumers through telephone call centers, the Internet or other means.

Excess Servicing Fees. In an excess MSR arrangement, the servicing fee cash flows on a portfolio of mortgage loans after payment of the base servicing fee.

Excess Spread. MSRs with a co-investment partner where the servicer receives a base servicing fee and the servicer and co-investment partner share the excess servicing fees. This co-investment strategy reduces the required upfront capital from the servicer when purchasing or investing in MSRs.

Federal National Mortgage Association (“Fannie Mae” or “FNMA”). FNMA was federally chartered by the U.S. Congress in 1938 to support liquidity, stability, and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae buys mortgage loans from lenders and resells them as mortgage-backed securities in the secondary mortgage market.

Federal Housing Administration (“FHA”). The FHA is a U.S. federal government agency within the Department of Housing and Urban Development (HUD). It provides mortgage insurance on loans made by FHA-approved lenders in compliance with FHA guidelines throughout the United States.

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Federal Housing Finance Agency (“FHFA”). A U.S. federal government agency that is the regulator and conservator of Fannie Mae and Freddie Mac and the regulator of the 12 Federal Home Loan Banks.

Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”). Freddie Mac was chartered by Congress in 1970 to stabilize the nation’s residential mortgage markets and expand opportunities for homeownership and affordable rental housing. Freddie Mac participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities.

Forbearance. An agreement between the mortgage servicer or lender and borrower for a temporary postponement of mortgage payments. It is a form of repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.

Government National Mortgage Association (“Ginnie Mae” or “GNMA”). GNMA is a self-financing, wholly owned U.S. Government corporation within HUD. Ginnie Mae guarantees the timely payment of principal and interest on MBS backed by federally insured or guaranteed loans - mainly loans insured by the FHA or guaranteed by the VA. Ginnie Mae securities are the only MBS to carry the full faith and credit guarantee of the U.S. federal government.

Government-Sponsored Enterprise (“GSE”). Certain entities established by the U.S. Congress to provide liquidity, stability and affordability in residential housing. These agencies are Fannie Mae, Freddie Mac and the 12 Federal Home Loan Banks.

Home Equity Conversion Mortgage (“HECM”). Reverse mortgage loans issued by FHA. HECMs provide seniors aged 62 and older with a loan secured by their home which can be taken as a lump sum, line of credit, or scheduled payments. HECM loan balances grow over the loan term through borrower draws of scheduled payments or line of credit draws as well as through the accrual of interest and FHA mortgage insurance premiums. In accordance with FHA guidelines, HECMs are designed to repay through foreclosure and subsequent liquidation of loan collateral after the loan becomes due and payable. Shortfalls experienced by the servicer of the HECM through the foreclosure and liquidation process can be claimed to FHA in accordance with applicable guidelines.

HECM mortgage-backed securities (“HMBS”). A type of asset-backed security that is secured by a group of HECM loans.

Interest Rate Lock Commitments (“IRLC”). Agreements under which the interest rate and the maximum amount of the mortgage loan are set prior to funding the mortgage loan.

Loan Modification. Temporary or permanent modifications to loan terms with the borrower, including the interest rate, amortization period and term of the borrower’s original mortgage loan. Loan modifications are usually made to loans that are in default, or in imminent danger of defaulting.

Loan-to-Value Ratio (“LTV”). The unpaid principal balance of a mortgage loan as a percentage of the total appraised or market value of the property that secures the loan. An LTV over 100% indicates that the UPB of the mortgage loan exceeds the value of the property.

Lock period. A set of periods of time that a lender will guarantee a specific rate is set prior to funding the mortgage loan.

Loss Mitigation. The range of servicing activities provided by a servicer in an attempt to minimize the losses suffered by the owner of a defaulted mortgage loan. Loss mitigation techniques include short-sales, deed-in-lieu of foreclosures and loan modifications, among other options.

Mortgage-Backed Securities (“MBS”). A type of asset-backed security that is secured by a group of mortgage loans.

Mortgage Servicing Right (“MSRs”). The right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSRs may be bought and sold, resulting in the transfer of loan servicing obligations. MSRs are designated as such when the benefits of servicing the loans are expected to adequately compensate the servicer for performing the servicing.

MSR Facility. A line of credit backed by mortgage servicing rights that is used for financing purposes. In certain cases, these lines may be a sub-limit of another warehouse facility or alternatively exist on a stand-alone basis. These facilities allow for same or next day draws at the request of the borrower.

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Mortgage Servicing Liability (“MSL”). The right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSLs may be bought and sold, resulting in the transfer of loan servicing obligations. MSLs are designated as such when the benefits of servicing the loans are not expected to adequately compensate the servicer for performing the servicing.

Non-Conforming Loan. A mortgage loan that does not meet the standards of eligibility for purchase or securitization by Fannie Mae, Freddie Mac or Ginnie Mae.

Originations. The process through which a lender provides a mortgage loan to a borrower.

Pull through adjusted lock volume. Represents the expected funding from locks taken during the period.

Prepayment Speed. The rate at which voluntary mortgage prepayments occur or are projected to occur. The statistic is calculated on an annualized basis and expressed as a percentage of the outstanding principal balance.

Primary Servicer. The servicer that owns the right to service a mortgage loan or pool of mortgage loans. This differs from a subservicer, which has a contractual agreement with the primary servicer to service a mortgage loan or pool of mortgage loans in exchange for a subservicing fee based upon portfolio volume and characteristics.

Prime Mortgage Loan. Generally, a high-quality mortgage loan that meets the underwriting standards set by Fannie Mae or Freddie Mac and is eligible for purchase or securitization in the secondary mortgage market. Prime Mortgage loans generally have lower default risk and are made to borrowers with excellent credit records and a monthly income at least three to four times greater than their monthly housing expenses (mortgage payments plus taxes and other debt payments) as well as significant other assets. Mortgages not classified as prime mortgage loans are generally called either sub-prime or Alt-A.

Private Label Securitizations. Securitizations that do not meet the criteria set by Fannie Mae, Freddie Mac or Ginnie Mae.

Real Estate Owned (”REO”). Property acquired by the servicer on behalf of the owner of a mortgage loan or pool of mortgage loans, usually through foreclosure or a deed-in-lieu of foreclosure on a defaulted loan. The servicer or a third-party real estate management firm is responsible for selling the REO. Net proceeds of the sale are returned to the owner of the related loan or loans. In most cases, the sale of REO does not generate enough to pay off the balance of the loan underlying the REO, causing a loss to the owner of the related mortgage loan.

Recapture. ~~The refinancing of a loan currently in~~Voluntarily prepaid loans that are expected to be refinanced by the ~~portfolio, or the financing of a customer’s new purchase which resulted in the payoff of an existing loan.~~related servicer.

Refinancing. The process of working with existing borrowers to refinance their mortgage loans. By refinancing loans for borrowers we currently service, we retain the servicing rights, thereby extending the longevity of the servicing cash flows.

Reverse Mortgage Loan. A reverse mortgage loan, most commonly a Home Equity Conversion Mortgage, enables seniors to borrow against the value of their home, and no payment of principal or interest is required until the death of the borrower or the sale of the home. These loans are designed to go through the foreclosure and claim process to recover loan balance.

Servicing. The performance of contractually specified administrative functions with respect to a mortgage loan or pool of mortgage loans. Duties of a servicer typically include, among other things, collecting monthly payments, maintaining escrow accounts, providing periodic monthly statements to the borrower and monthly reports to the loan owners or their agents, managing insurance, monitoring delinquencies, executing foreclosures (as necessary), and remitting fees to guarantors, trustees and service providers. A servicer is generally compensated with a specific fee outlined in the contract established prior to the commencement of the servicing activities.

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Servicing Advances. In the course of servicing loans, servicers are required to make advances that are reimbursable from collections on the related mortgage loan or pool of loans. There are typically three types of servicing advances: P&I Advances, T&I Advances and Corporate Advances.

(i) P&I Advances cover scheduled payments of principal and interest that have not been timely paid by borrowers. P&I Advances serve to facilitate the cash flows paid to holders of securities issued by the residential MBS trust. The servicer is not the insurer or guarantor of the MBS and thus has the right to cease the advancing of P&I, when the servicer deems the next advance nonrecoverable.

(ii) T&I Advances pay specified expenses associated with the preservation of a mortgaged property or the liquidation of defaulted mortgage loans, including but not limited to property taxes, insurance premiums or other property-related expenses that have not been timely paid by borrowers in order for the lien holder to maintain its interest in the property.

(iii) Corporate Advances pay costs, fees and expenses incurred in foreclosing upon, preserving defaulted loans and selling REO, including attorneys’ and other professional fees and expenses incurred in connection with foreclosure and liquidation or other legal proceedings arising in the course of servicing the defaulted mortgage loans.

Servicing Advances are reimbursed to the servicer if and when the borrower makes a payment on the underlying mortgage loan at the time the loan is modified or upon liquidation of the underlying mortgage loan but are primarily the responsibility of the investor/owner of the loan. The types of servicing advances that a servicer must make are set forth in its servicing agreement with the owner of the mortgage loan or pool of mortgage loans. In some instances, a servicer is allowed to cease Servicing Advances, if those advances will not be recoverable from the property securing the loan.

Subservicing. Subservicing is the process of outsourcing the duties of the primary servicer to a third-party servicer. The third-party servicer performs the servicing responsibilities for a fee and is typically not responsible for making servicing advances, which are subsequently reimbursed by the primary servicer. The primary servicer is contractually liable to the owner of the loans for the activities of the subservicer.

Unpaid Principal Balance (“UPB”). The amount of principal outstanding on a mortgage loan or a pool of mortgage loans. UPB is used together with the servicing fees and ancillary incomes as a means of estimating the future revenue stream for a servicer.

U.S. Department of Agriculture (“USDA”). The USDA is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers.

Warehouse Facility. A type of line of credit facility used to temporarily finance mortgage loan originations to be sold in the secondary market. Pursuant to a warehouse facility, a loan originator typically agrees to transfer to a counterparty certain mortgage loans against the transfer of funds by the counterpart, with a simultaneous agreement by the counterpart to transfer the loans back to the originator at a date certain, or on demand, against the transfer of funds from the originator.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Refer to the discussion included in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes in the types of market risks faced by us since December 31, 2020. Our market risks include the broad effects of the COVID-19 pandemic. While the pandemic’s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, the pandemic and governmental programs created as a response to the pandemic, has affected and will continue to affect our business, financial conditions and results of operations.

Sensitivity Analysis

We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates.

We use a duration-based model in determining the impact of interest rate shifts on our loan portfolio, certain other interest-bearing liabilities measured at fair value and interest rate derivatives portfolios. The primary assumption used in these models is that an increase or decrease in the benchmark interest rate produces a parallel shift in the yield curve across all maturities.

We utilize a discounted cash flow analysis to determine the fair value of MSRs and the impact of parallel interest rate shifts on MSRs. The discounted cash flow model incorporates prepayment speeds, discount rate, costs to service, and other assumptions (including delinquencies, ancillary revenues, float earnings and forbearance rates) that management believes are consistent with the assumptions that other similar market participants use in valuing the MSRs. The key assumptions to determine fair value include prepayment speed, discount rate and cost to service. However, this analysis ignores the impact of interest rate changes on certain material variables, such as the benefit or detriment on the value of future loan originations, non-parallel shifts in the spread relationships between MBS, swaps and U.S. Treasury rates and changes in primary and secondary mortgage market spreads. For mortgage loans, IRLCs and forward delivery commitments on MBS, we rely on a model in determining the impact of interest rate shifts. In addition, the primary assumption used for IRLCs, is the borrower’s propensity to close their mortgage loans under the commitment.

Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.

We used ~~March 31,~~June 30, 2021 market rates on our instruments to perform the sensitivity analysis. The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in fair value may not be linear.

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The following table summarizes the estimated change in the fair value of our assets and liabilities sensitive to interest rates as of ~~March 31,~~June 30, 2021 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.

Table ~~18.~~17. Change in Fair Value


		March 31, 2021					June 30, 2021
		Down 25 bps		Up 25 bps			Down 25 bps		Up 25 bps
Increase (decrease) in assets	Increase (decrease) in assets					Increase (decrease) in assets
Mortgage servicing rights at fair value	Mortgage servicing rights at fair value	$	(182)	$	191	Mortgage servicing rights at fair value	$	(183)	$	187
Mortgage loans held for sale at fair value	Mortgage loans held for sale at fair value	43		(48)		Mortgage loans held for sale at fair value	36		(43)
Derivative financial instruments:	Derivative financial instruments:					Derivative financial instruments:
Interest rate lock commitments	Interest rate lock commitments	68		(79)		Interest rate lock commitments	64		(76)
Forward MBS trades	Forward MBS trades	(135)		152		Forward MBS trades	(32)		38
Total change in assets	Total change in assets	(206)		216		Total change in assets	(115)		106
Increase (decrease) in liabilities	Increase (decrease) in liabilities					Increase (decrease) in liabilities
Mortgage servicing rights financing at fair value	Mortgage servicing rights financing at fair value	(3)		3		Mortgage servicing rights financing at fair value	(3)		3
Excess spread financing at fair value	Excess spread financing at fair value	(23)		26		Excess spread financing at fair value	(17)		19
Derivative financial instruments:	Derivative financial instruments:					Derivative financial instruments:
Interest rate lock commitments	Interest rate lock commitments	(41)		46		Interest rate lock commitments	(7)		8
Forward MBS trades	Forward MBS trades	18		(20)		Forward MBS trades	76		(90)
Total change in liabilities	Total change in liabilities	(49)		55		Total change in liabilities	49		(60)
Total, net change	Total, net change	$	(157)	$	161	Total, net change	$	(164)	$	166

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of ~~March 31,~~June 30, 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March 31,~~June 30, 2021, our disclosure controls and procedures are effective. Disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended ~~March 31,~~June 30, 2021, no changes in our internal control over financial reporting occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material legal proceedings, see Note 15, Commitments and Contingencies, of the Notes to the Condensed Consolidated Financial Statements within Part I, Item 1. Financial Statements, of this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes or additions to the risk factors previously disclosed under “Risk Factors” included in our Annual Report on Form 10-K filed for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not make any repurchases of our shares during the three months ended June 30, 2021.

On July ~~30, 2020,~~29, 2021, we announced that ourour Board of Directors authorized the repurchase of up to ~~$100~~$500 of our outstanding common stock. ~~On March 25, 2021, our Board of Directors authorized a $110 increase to the original repurchase authorization for an aggregate repurchase authorization of $210 under our~~The new stock repurchase ~~program. The stock repurchase program may be suspended, modified or discontinued at any time at our discretion. During~~plan will go into effect upon the ~~three months ended March 31, 2021, we repurchased shares~~completion of our ~~common stock at~~current program which has a ~~total cost~~remaining capacity of ~~$148 under our share repurchase program. The number and average price of shares purchased are set forth in the table below:~~

Period (a) Total Number of Shares Purchased (in thousands) (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (in thousands) (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program (in millions)
January 2021 — $ — — $ 42
February 2021 — $ — — $ 42
March 2021(1)
4,505 $ 32.93 4,505 $ 4
Total 4,505 4,505

~~(1)On March 26, 2021, we repurchased 3,700 thousand shares of our common stock from affiliates of our related party, Kohlberg Kravis Roberts & Co. L.P., for a total cost of $119 or $32.25 per share.~~approximately $4.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~We entered into a Transition and Separation Agreement (the “Separation Agreement”) with Anthony Ebers on July 27, 2021, in connection with his previously-announced resignation from the position of Chief Operating Officer. Pursuant to the Separation Agreement, among other things, the parties have agreed to the following: (i) Mr. Ebers will receive a cash payment in the amount of $1.125 paid out over thirty-nine roughly equal installments, (ii) Mr. Ebers will receive a cash payment in the amount of $4.875 in two installments, with the first payment of $1.5 being made on or before March 1, 2022, and the second payment of $3.375 being made on February 1, 2023, and (iii) Mr. Ebers’s medical coverage will continue under our group health plan until August 31, 2021, and if Mr. Ebers properly exercises COBRA rights, we will provide continuation coverage until the earlier of (A) the period of time Mr. Ebers takes to become eligible for group health benefits from another employer or (B) September 1, 2022. The Separation Agreement contains certain non-compete, non-solicitation and non-disparagement provisions. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the text of the Separation Agreement, which is being filed as Exhibit 10.1 to this report and is incorporated in this report by reference.

5564

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Item 6. Exhibits

Incorporated by Reference
Exhibit
Number Description Form File No. Exhibit Filing Date Filed or Furnished Herewith
2.1
Stock Purchase Agreement, dated as of March 12, 2021, by and among Title365 Holding Co., Xome Holdings LLC, Blend Labs, Inc. and solely for the purposes set forth therein, Mr. Cooper Group Inc.
8-K 001-14667 2.1 03/15/2021
10.1**
Form of 2021 Performance Stock Unit Agreement – Employee
X
10.2**
Form of 2021 Performance Stock Unit Agreement - Special Retirement Provisions
X
31.1
Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification by Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101.) X

Incorporated by Reference

Exhibit
Number

Description

Form

File No.

Exhibit

Filing Date

Filed or Furnished Herewith

10.1**

Transition and Separation Agreement, dated July 27 , 2021, by and between Anthony Ebers and the Company

31.1

Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification by Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101.)

** Management, contract, compensatory plan or arrangement.

5665

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						MR. COOPER GROUP INC.

~~April~~July 29, 2021						/s/ Jay Bray
Date						Jay Bray Chief Executive Officer (Principal Executive Officer)

~~April~~July 29, 2021						/s/ Christopher G. Marshall
Date						Christopher G. Marshall Vice Chairman, President & Chief Financial Officer (Principal Financial and Accounting Officer)

5766


Unsecuritized Interests	March 31, 2021		December 31, 2020
Repurchased HECM loans (exceeds 98% of their Max Claim Amount (“MCA”))	$	699	$	665
HECM related receivables(1)	180		208
Funded borrower draws not yet securitized	77		72
Real estate owned (“REO”) related receivables	16		19
Total unsecuritized interests	$	972	$	964


	Three Months Ended March 31,
Purchase Discount, Net, for Reverse Mortgage Interests(1)	2021		2020
Balance - beginning of period	$	(127)	$	(114)
Utilization of purchase discounts(2)	35		10
Amortization, net of accretion	(1)		(25)
Balance - end of period	$	(93)	$	(129)


							March 31, 2021		December 31, 2020
Other Nonrecourse Debt	Issue Date	Maturity Date	Interest Rate	Class of Note	Collateral Amount		Outstanding		Outstanding
Participating interest financing(1)	—	—	0.3%-5.6%	—	$	0	$	3,306	$	3,473
Securitization of nonperforming HECM loans
Trust 2020-1	September 2020	September 2030	1.3%-7.5%	A, M1, M2, M3, M4, M5	489		471		490
Trust 2019-2	November 2019	November 2029	2.3%-6.0%	A, M1, M2, M3, M4, M5	254		232		241
Trust 2019-1	June 2019	June 2029	2.7%-6.0%	A, M1, M2, M3, M4, M5	231		203		212
Other nonrecourse debt principal amount							4,212		4,416
Unamortized premium, net of debt issuance costs and discount							9		8
Other nonrecourse debt, net							$	4,221	$	4,424


	March 31, 2021			March 31, 2020
Loan count	135,979			158,838
Ending unpaid principal balance	$	17,269		$	21,590
Average loan amount(1)	$	126,995		$	135,924
Average coupon	2.1		%	3.3		%
Average borrower age	81.5 years			80.9 years


Period	(a) Total Number of Shares Purchased (in thousands)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (in thousands)	(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program (in millions)
January 2021	—	$	—	—	$	42
February 2021	—	$	—	—	$	42
March 2021(1)	4,505	$	32.93	4,505	$	4
Total	4,505			4,505