The following discussion should be read in conjunction with the information
contained in our consolidated financial statements, including the notes thereto.
The following discussion contains, in addition to the historical information,
forward-looking statements that include risks and uncertainties (see discussion
of "Forward-Looking Statements" included elsewhere in this Annual Report on Form
10-K). Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those
factors set forth under Item 1A, Risk Factors, and elsewhere in this Annual
Report on Form 10-K. All dollar amounts presented herein are in millions, except
per share data and other key metrics, unless otherwise noted.

Basis of Presentation



The below presentation discusses the results of the operations for the year
ended December 31, 2021 compared to the year ended December 31, 2020. For a
discussion of results of operations for the year ended December 31, 2020,
compared to the year ended December 31, 2019, please refer to Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, in our Annual Report on Form 10-K for the year ended December 31,
2020.

                                   Overview



We are a leading servicer and originator of residential mortgage loans. Our
purpose is to keep the dream of homeownership alive, and we do this 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 UPB from $10 billion in 2009 to $710 billion as
of December 31, 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 to position the Company for continued, sustainable long-term growth
includes initiatives to improve profitability and generate a return on tangible
equity of 12% or higher. Key strategic initiatives 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 by acquiring new customers
and retaining existing customers;
•Achieve a refinance recapture rate of 60%;
•Delight our customers and keep Mr. Cooper a great place for our team members to
work;
•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
taken aggressive steps to address these risks, including moving in excess of 95%
of our staff to work-from-home status as well as implementing other practices
for mitigating the risk of the pandemic, including restrictions on non-essential
travel and face-to-face meetings and enhanced sanitization of our facilities. We
also implemented the provisions of the Coronavirus Aid, Relief, and Economic
Security Act (CARES Act), which makes available forbearance plans for up to one
year for borrowers under government and government agency mortgage programs,
which we have extended to borrowers in our private label mortgage servicing
portfolio. As of January 31, 2022, approximately 1.5% of our customers were on a
forbearance plan, down from a peak of 7.2% in July 2020. 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 right
from Ginnie Mae in other assets and payables and other liabilities on a gross
basis. The balance decreased to $1,301 as of December 31, 2021 from $5,879 loans
as of December 31, 2020. See liquidity discussion related to the COVID-19
pandemic in Liquidity and Capital Resources section in MD&A.
31 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K
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Anticipated Trends



In the fourth quarter of 2021, our MSR portfolio continued to grow due to strong
execution across all channels, primarily through acquisitions. We expect to see
continued portfolio growth entering 2022. We completed servicing acquisitions of
$43 billion in UPB in the fourth quarter of 2021 and finished the quarter with a
strong pipeline. Although we produced solid early-buyout revenues in the fourth
quarter of 2021, we expect the revenues from early-buyout to decrease
significantly in the first quarter of 2022 as the related forbearance programs
have now largely expired.

Our Originations segment produced solid funding volumes in the direct-to-consumer channel in the fourth quarter of 2021. We expect the originations profit margins to compress quarter-over-quarter in the first quarter of 2022 and overall expect our margins to gradually decline towards the historical average as a result of continued pricing pressure.




Results of Operations
Table 1. Consolidated Operations


                                                        Year Ended December 31,
                                                       2021                  2020                Change
Revenues - operational(1)                         $      2,897          $     3,298          $      (401)
Revenues - mark-to-market                                  421                 (609)               1,030
Total revenues                                           3,318                2,689                  629
Total expenses                                           1,662                1,782                 (120)
Total other income (expenses), net                         281                 (505)                 786
Income from continuing operations before income
tax expense                                              1,937                  402                1,535
Less: Income tax expense                                   471                   93                  378
Net income from continuing operations                    1,466                  309                1,157
Less: Net income attributable to non-controlling
interests                                                    -                    2                   (2)
Net income from continuing operations
attributable to Mr. Cooper                        $      1,466          $       307          $     1,159

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



The increase in income from continuing operations before income tax expense for
the year ended December 31, 2021 compared to 2020 was primarily driven by
favorable mark-to-market adjustments primarily due to higher mortgage rates in
2021. In addition, the increase in income from continuing operations before
income tax expense was also attributable to the completion of the sale of our
Title, Valuations and Field Services businesses in 2021, which resulted in a
decrease in expenses and a $528 gain recorded in total other income (expenses),
net. See further discussions in Note 1, Nature of Business and Basis of
Presentation, in the Notes to the Consolidated Financial Statements and Segment
Results section of the MD&A.

Income tax expense on continuing operations increased in the year ended
December 31, 2021 when compared to 2020. The effective tax rate for continuing
operations for the year ended December 31, 2021 increased to 24.3% from 23.1% in
2020, primarily attributable to an increase in state income tax adjustments and
permanent differences such as nondeductible executive compensation.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 32
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                                Segment Results


Our operations are conducted through two segments: Servicing and Originations.



•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.

Refer to Note 20, Segment Information, in the Notes to Consolidated Financial Statements for a summary of segment results.

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 most recent, strong servicer ratings, which are reflected below.

Table 2. Servicer Ratings


                     Fitch(1)        Moody's(2)            S&P(3)
Rating date          May 2021       February 2021       December 2020

Residential            RPS2             SQ2-            Above Average
Master Servicer        RMS2+             SQ2            Above Average
Special Servicer       RSS2             SQ2-            Above Average
Subprime Servicer      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
33 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K
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The following table sets forth the results of operations for the Servicing segment:

Table 3. Servicing Segment Results of Operations




                                                                Year Ended December 31,
                                                         2021                               2020                            Change
                                                 Amt              bps(1)            Amt            bps(1)            Amt              bps
Revenues
Operational                                 $       1,605           25           $   1,182           20           $      423            5
Amortization, net of accretion                      (753)          (12)              (510)           (9)               (243)           (3)
Mark-to-market                                        421            7               (609)          (10)               1,030           17
Total revenues                                      1,273           20                  63            1                1,210           19
Expenses
Salaries, wages and benefits                          271            4                 272            4                  (1)            -
General and administrative
Servicing support fees                                 86            1                  97            2                 (11)           (1)
Corporate and other general and
administrative expenses                               116            2                 120            2                  (4)            -
Foreclosure and other liquidation related
(recoveries) expenses, net                            (3)            -                (18)            -                   15            -
Depreciation and amortization                          32            1                  20            -                   12            1
Total general and administrative expenses             231            4                 219            4                   12            -
Total expenses                                        502            8                 491            8                   11            -
Other income (expense)

Interest income                                       129            2                  61            1                   68            1

Advance interest expense                             (18)            -                (26)           (1)                   8            1
Other interest expense                              (244)           (4)              (242)           (4)                 (2)            -
Interest expense                                    (262)           (4)              (268)           (5)                   6            1

Total other (expenses), net                         (133)           (2)              (207)           (4)                  74            2
Income (loss) from continuing operations
before income tax expense (benefit)         $         638           10           $   (635)          (11)          $    1,273           21

Weighted average cost - advance facilities         2.8  %                           2.9  %                           (0.1) %
Weighted average cost - excess spread
financing                                          9.0  %                           9.0  %                              -  %



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

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 34

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Table 4. Servicing - Revenues


                                                                Year Ended December 31,
                                                         2021                              2020                            Change
                                                 Amt             bps(1)            Amt            bps(1)            Amt              bps
Forward MSR Operational Revenue
Base servicing fees                          $    919              14           $  952              16           $   (33)             (2)
Modification fees(2)                               26               -               15               -                11               -
Incentive fees(2)                                   1               -                8               -                (7)              -
Late payment fees(2)                               59               1               70               1               (11)              -
Other ancillary revenues(2)                       625              10              282               5               343               5
Total forward MSR operational revenue           1,630              25            1,327              22               303               3
Base subservicing fees and other
subservicing revenue(2)                           254               4              226               4                28               -

Total servicing fee revenue                     1,884              29            1,553              26               331               3
MSR financing liability costs                     (24)              -              (33)              -                 9               -
Excess spread payments and portfolio runoff      (255)             (4)            (338)             (6)               83               2
Total operational revenue                       1,605              25            1,182              20               423               5
Amortization, Net of Accretion
Forward MSR amortization                       (1,008)            (16)            (848)            (15)             (160)             (1)
Excess spread accretion                           255               4              338               6               (83)             (2)

Total amortization, net of accretion             (753)            (12)            (510)             (9)             (243)             (3)
Mark-to-Market Adjustments
MSR MTM                                           502               8             (819)            (14)            1,321              22
MTM Adjustments(3)                               (114)             (2)              11               -              (125)             (2)
Excess spread / financing MTM                      33               1              199               4              (166)             (3)
Total MTM adjustments                             421               7             (609)            (10)            1,030              17
Total revenues - Servicing                   $  1,273              20           $   63               1           $ 1,210              19



(1)Calculated basis points ("bps") are as follows: Annual 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)MTM Adjustments 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 $35 and $28 for the years ended
December 31, 2021 and 2020, respectively. In addition, MTM Adjustments included
a negative $86 impact from MSR hedging activities during the year ended December
31, 2021.

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

Forward - Other ancillary revenues increased in 2021 compared to 2020, primarily due to the $512 gain on sale associated with loans bought out of GNMA securitizations, modified and redelivered following GNMA guidelines.

Forward MSR amortization increased for the year ended December 31, 2021 as compared to 2020, primarily due to higher prepayments driven by the low interest rate environment.



MSR MTM was positive during the year ended December 31, 2021 compared to
negative MSR MTM in 2020, primarily due to an increase in mortgage rates in 2021
versus a decrease in mortgage rates in 2020. The Excess spread/financing MTM
decreased in 2021 when compared to 2020 primarily due to a lower magnitude of
change in mortgage rates as well as change in direction in mortgage rates during
each period. The change for MTM Adjustments in 2021 compared to 2020 was
primarily due to the growth of loan-related derivative activities.

Subservicing - Subservicing fees increased during the year ended December 31,
2021 as compared to 2020, primarily due to higher average subservicing portfolio
UPB.

Servicing Segment Expenses
There were no material changes for total expenses during the year ended December
31, 2021 as compared to 2020.
35 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K
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Servicing Segment Other Income (Expenses), net
Total other expenses, net decreased during the year ended December 31, 2021 as
compared to 2020, primarily due to an increase in other interest income due to
higher pandemic related buyouts.

Table 5. Servicing Portfolio - Unpaid Principal Balances




                                                                                                                           Year Ended December 31,
                                                                                                                           2021                   2020
Average UPB
Forward MSRs                                                                                                       $     299,483              $  286,159
Subservicing and other(1)                                                                                                350,365                 305,063
Total average UPB                                                                                                  $     649,848              $  591,222

                                                       December 31, 2021                                             December 31, 2020
                                                            Carrying
                                           UPB               Amount               bps               UPB              Carrying Amount               bps
Forward MSRs
Agency                                $  302,851          $    3,859              127           $ 227,136          $       2,305                   101
Non-agency                                36,357                 364              100              44,053                    398                   90
Total forward MSRs                       339,208               4,223              124             271,189                  2,703                   100

Subservicing and other(1)
Agency                                   353,660                    N/A                           321,858                           N/A
Non-agency                                16,860                    N/A                            14,655                           N/A
Total subservicing and other             370,520                    N/A                           336,513                           N/A

Total ending balance                  $  709,728          $    4,223                            $ 607,702          $       2,703

                                                                                                                                              December 31,
Forward MSRs UPB Encumbrance                                                                                        December 31, 2021             2020
Forward MSRs - unencumbered                                                                                        $     212,472              $  

104,798


Forward MSRs - encumbered(2)                                                                                             126,736                 166,391
Total Forward MSRs UPB                                                                                             $     339,208              $  271,189



(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.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 36
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The following table provides a rollforward of our forward MSR and subservicing
and other portfolio UPB:

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


                                                                               Year Ended December 31,
                                                        2021                                                             2020
                                                   Subservicing and                                                 Subservicing and
                               Forward MSR               Other                Total             Forward MSR               Other                Total

Balance - beginning of year $ 271,189 $ 336,513 $ 607,702 $ 296,782 $ 323,983 $ 620,765 Additions: Originations

                       79,599                   4,996             84,595                58,734                   4,331             63,065
Acquisitions / Increase in
subservicing(1)                    76,594                 170,258            246,852                 1,506                 154,718            156,224
Deductions:
Dispositions                       (1,226)                (16,075)           (17,301)                 (110)                (27,765)           (27,875)
Principal reductions and
other                             (11,718)                (13,608)           (25,326)              (10,722)                (10,754)           (21,476)
Voluntary reductions(2)           (74,500)               (111,457)          (185,957)              (73,691)               (107,762)          (181,453)
Involuntary reductions(3)            (437)                   (107)              (544)                 (991)                   (238)            (1,229)
Net changes in loans
serviced by others                   (293)                      -               (293)                 (319)                      -               (319)
Balance - end of year        $    339,208          $      370,520          $ 709,728          $    271,189          $      336,513          $ 607,702

(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 year ended December 31, 2021, our ending forward MSR UPB increased
primarily due to originations volumes and acquisitions, partially offset by an
increase in voluntary reductions in a low interest rate environment. During the
year ended December 31, 2021, our subservicing and other portfolio ending UPB
increased primarily driven by acquisitions, partially offset by higher voluntary
reductions in the low interest rate environment.

37 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K --------------------------------------------------------------------------------


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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)




                                                              December 31, 2021         December 31, 2020
Loan count(2)                                                       3,561,051                 3,373,066
Average loan amount(3)                                       $        195,512          $        180,165
Average coupon - agency(4)                                                3.6  %                    4.2  %
Average coupon - non-agency(4)                                            4.4  %                    4.5  %
60+ delinquent (% of loans)(5)                                            3.1  %                    5.8  %
90+ delinquent (% of loans)(5)                                            2.8  %                    5.3  %
120+ delinquent (% of loans)(5)                                           2.6  %                    4.5  %

                                                                        Year Ended December 31,
                                                                    2021                      2020
Total prepayment speed (12-month constant prepayment rate)               25.6  %                   27.1  %



(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 December 31, 2021 and 2020, loan count includes 54,462 and 199,118,
respectively, of loans in forbearance related to the CARES Act.
(3)Average loan amount is presented in whole dollar amounts.
(4)The weighted average coupon amounts are only reflective of our owned forward
MSR portfolio that is reported at fair value.
(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. Delinquency rates have begun to decrease as the COVID-19 pandemic's
effect on the macroeconomic environment declines.

Table 8. Forward Loan Modifications and Workout Units




                                             Year Ended December 31,
                                           2021                    2020          Change
Modifications(1)                         67,664                   21,674        45,990
Workouts(2)                              70,028                   42,867        27,161
Total modification and workout units    137,692                   64,541    

73,151





(1)Modifications consist of agency programs, including forbearance options under
the CARES Act, designed to adjust the terms of the loan (e.g., reduced interest
rates) .
(2)Workouts consist of other loss mitigation options designed to assist
borrowers and keep them in their homes, but do not adjust the terms of the loan.
Workouts exclude loans that did not miss a contractual payment during
forbearance related to the CARES Act.

Total modifications and workouts during the year ended December 31, 2021 increased compared to 2020 primarily due to an increase in modifications related to loans impacted by the COVID-19 pandemic, which successfully exited their forbearance plans.

Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 38
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Servicing Portfolio and Liabilities

The following table sets forth the activities of forwards MSRs:

Table 9. Forward MSRs - Fair Value Rollforward




                                                                    Year Ended December 31,
                                                                   2021                  2020
Fair value - beginning of year                                $      2,703          $     3,496
Additions:
Servicing retained from mortgage loans sold                          1,077                  687
Purchases of servicing rights                                          948                  124
Dispositions:
Sales of servicing assets                                              (55)                  (9)
Changes in fair value:
Due to changes in valuation inputs or assumptions used in the
valuation model (MSR MTM):
Agency                                                                 342                 (691)
Non-agency                                                             160                 (128)
Changes in valuation due to amortization:
Scheduled principal payments                                          (123)                 (94)
Prepayments
Voluntary prepayments
Agency                                                                (818)                (653)
Non-agency                                                             (63)                 (91)
Involuntary prepayments
Agency                                                                  (4)                  (9)
Non-agency                                                               -                   (1)
Other changes(1)                                                        56                   72
Fair value - end of year                                      $      4,223          $     2,703

(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 4, Mortgage Servicing Rights and Related Liabilities and Note 17, Fair
Value Measurements, in the Notes to Consolidated Financial Statements, for
additional information regarding the range of assumptions and sensitivities
related to the fair value measurement of forward MSRs as of December 31, 2021
and 2020.

Excess Spread Financing

As further disclosed in Note 4, Mortgage Servicing Rights and Related
Liabilities, in the Notes to Consolidated Financial Statements, 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.

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 and (ii) our ability to recapture prepayments through
the origination platform. See Note 4, Mortgage Servicing Rights and Related
Liabilities and Note 17, Fair Value Measurements, in the Notes to Consolidated
Financial Statements, for additional information regarding the range of
assumptions and sensitivities related to the fair value measurement of the
excess spread financing liability as of December 31, 2021 and 2020.
39 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K
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The following table sets forth the change in the excess spread financing:

Table 10. Excess Spread Financing - Rollforward




                                               Year Ended December 31,
                                                2021

2020


Fair value - beginning of year   $                               934    $      1,311
Additions:
New financings                                                     -              24
Deductions:
Settlements and repayments                                     (156)           (207)
Changes in fair value:
Agency                                                          (20)           (195)
Non-Agency                                                        10               1
Fair value - end of year         $                               768    $        934




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. Our
Originations segment is one way that we help underserved consumers access the
financial markets. In 2021, our total originations included loans for 45,100
customers with low FICOs (<660), 68,761 customers with income below the U.S.
median household income, 40,761 first-time homebuyers, and 22,601 veterans. The
originations during this period included 72,250 Ginnie Mae loans, which are
designed for first-time homebuyers and low- and moderate-income borrowers,
comprising $17 billion in total proceeds. Once these loans are originated, these
underserved borrowers become our servicing customers.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 40
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The following table sets forth the results of operations for the Originations
segment:

Table 11. Originations Segment Results of Operations




                                            Year Ended December 31,
                                           2021                  2020               $ Change                 % Change
Revenues
Service related, net -
Originations(1)                      $        176           $       105          $         71                         68  %
Net gain on mortgage loans held for
sale
Net gain on loans originated and
sold(2)                                       751                 1,437                  (686)                       (48) %
Capitalized servicing rights(3)               952                   674                   278                         41  %
Provision for repurchase reserves,
net of release                                (20)                  (23)                    3                        (13) %
Total net gain on mortgage loans
held for sale                               1,683                 2,088                  (405)                       (19) %
Total revenues                              1,859                 2,193                  (334)                       (15) %
Expenses
Salaries, wages and benefits                  609                   540                    69                         13  %
General and administrative
Loan origination expenses                     100                    77                    23                         30  %
Corporate and other general and
administrative expenses                        67                    64                     3                          5  %
Marketing and professional service
fees                                           52                    47                     5                         11  %
Depreciation and amortization                  24                    18                     6                         33  %

Total general and administrative              243                   206                    37                         18  %
Total expenses                                852                   746                   106                         14  %
Other income (expenses)
Interest income                               102                    95                     7                          7  %
Interest expense                              (88)                  (78)                  (10)                        13  %

Total other income, net                        14                    17                    (3)                       (18) %
Income before income tax expense     $      1,021           $     1,464          $       (443)                       (30) %

Weighted average note rate -
mortgage loans held for sale                  3.0   %               3.3  %               (0.3) %                      (9) %
Weighted average cost of funds
(excluding facility fees)                     2.0   %               2.7  %               (0.7) %                     (26) %



(1)Service related revenues, net - Originations refers to fees collected from
customers for originated loans and from other lenders for loans purchased
through the correspondent channel, and includes loan application, underwriting,
and other similar fees.
(2)Net gain on loans originated and sold represents the gains and losses from
the origination, purchase, and sale of loans and related derivative instruments.
Gains from the origination and sale of loans are affected by the volume and
margin of our originations activity and are impacted by fluctuations in mortgage
rates.
(3)Capitalized servicing rights represent the fair value attributed to mortgage
servicing rights at the time in which they are retained in connection with the
sale of loans during the period.

41 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K --------------------------------------------------------------------------------


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Table 12. Originations - Key Metrics


                                            Year Ended December 31,
                                         2021                    2020                  $ Change                  % Change
Key Metrics
Consumer direct lock pull through
adjusted volume(1)                 $    36,624             $    37,940             $    (1,316)                           (3) %
Other locked pull through adjusted
volume(1)                               39,810                  30,631                   9,179                            30  %
Total pull through adjusted lock
volume                             $    76,434             $    68,571             $     7,863                            11  %
Funded volume                      $    84,463             $    63,212             $    21,251                            34  %
Volume of loans sold               $    93,549             $    64,114             $    29,435                            46  %
Recapture percentage(2)                   31.4     %              27.2     %               4.2     %                      15  %
Refinance recapture percentage(3)         40.0     %              33.2     %               6.8     %                      20  %
Purchase as a percentage of funded
volume                                    23.3     %              17.7     %               5.6     %                      32  %
Value of capitalized servicing on
retained settlements                       132   bps               134   bps                (2)  bps                      (1) %

Originations Margin
Revenue                            $     1,859             $     2,193             $      (334)                          (15) %
Pull through adjusted lock volume  $    76,434             $    68,571             $     7,863                            11  %
Revenue as a percentage of pull
through adjusted lock volume(4)           2.43     %              3.20     %             (0.77)    %                     (24) %

Expenses(5)                        $       838             $       729             $       109                            15  %
Funded volume                      $    84,463             $    63,212             $    21,251                            34  %
Expenses as a percentage of funded
volume(6)                                 0.99     %              1.15     %             (0.16)    %                     (14) %

Originations Margin                       1.44     %              2.05     %             (0.61)    %                     (30) %



(1)Pull through adjusted volume represents the expected funding from locks taken
during the period.
(2)Recapture percentage includes new loan originations from 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 expense and total other income (expenses), net.
(6)Calculated on funded volume as expenses are incurred based on closing of the
loan.

Income before income tax expense decreased for the year ended December 31, 2021
as compared to 2020 primarily due to decreased revenues from net gain on loans
originated and sold, which was primarily due to an unfavorable mark-to-market on
interest rate locks and loan commitments in 2021 compared to a favorable
mark-to-market in 2020. The Originations Margin for the year ended December 31,
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. Correspondent
channel mix for the year ended December 31, 2021 was 52% compared to 45% in
2020.

Originations Segment Revenues
Total revenues decreased for the year ended December 31, 2021 compared to 2020
primarily due to a decrease in net gain on loans originated and sold, as a
result of unfavorable mark-to-market on interest rate locks and loan commitments
and unfavorable fair value adjustment on loans held for sale, which were
partially offset by favorable mark-to-market adjustments on loan derivatives and
hedges. The decrease in net gain on loans originated and sold was partially
offset by an increase in revenues from capitalized servicing rights. There were
no material changes for repurchase reserves.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 42
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Originations Segment Expenses
Total expenses for the year ended December 31, 2021 increased when compared to
2020 primarily due to growth in origination volumes, which contributed to the
increase in salaries, wages and benefits in connection with higher compensation
and headcount related costs, and loan origination expenses. Expenses as a
percentage of funded volume decreased during the year ended December 31, 2021
when compared to 2020, primarily due to improved cost efficiencies and scale.

Originations Segment Other Income, 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.

There were no material changes for total other income, net during the year ended December 31, 2021 as compared to 2020.

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. In the third quarter of 2021, we began presenting the Xome
financial results under Corporate/Other and prior period amounts have been
updated to reflect the change in segment presentation. See Note 20, Segment
Information, for further details on change in reportable segments. Previously,
Xome financial results were reported under the Xome segment, which ceased to be
a reportable segment in the third quarter of 2021 due to the sale of our Title,
Valuation and Field Services businesses. Xome continues to operate its REO
exchange business, which facilitates the sale of foreclosed properties. We
completed the sales of our Title, Valuations and Field Services businesses on
June 30, 2021, August 31, 2021 and October 22, 2021, respectively. For more
information, see Note 1, Nature of Business and Basis of Presentation in the
Notes to the Consolidated Financial Statements.

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

Table 13. Corporate/Other Selected Financial Results




                                            Year Ended December 31,
                                           2021                  2020                $ Change                 % Change
Corporate/Other - Operations
Total revenues                       $         186          $        433          $       (247)                       (57) %
Total expenses                                 308                   545                  (237)                       (43) %
Interest expense                               128                   182                   (54)                       (30) %
Other income (expense), net                    528                  (135)                  663                       (491) %

Key Metrics
Average exchange properties under
management                                  15,039                16,354                (1,315)                        (8) %



Total revenues and total expenses decreased during the year ended December 31,
2021 as compared to 2020 primarily due to the sale of our Title, Valuations and
Field Services businesses in 2021.

Interest expense decreased in the year ended December 31, 2021 as compared to
2020 primarily due to 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. For further
discussion, refer to Note 12, Indebtedness, in the Notes to Consolidated
Financial Statements.

The change in other income (expense), net, in the year ended December 31, 2021
as compared to 2020 was primarily a result of the total gain of $528 that was
recorded in 2021 upon completion of the sale of our Title, Valuations and Field
Services businesses. In addition, a loss of $138 was recorded in 2020 in
connection with the redemption of the unsecured senior notes due 2021, 2022,
2023 and 2026.


43 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K --------------------------------------------------------------------------------


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Liquidity and Capital Resources



We measure liquidity by unrestricted cash and availability of borrowings on our
MSR and other facilities. We held cash and cash equivalents on hand of $895 as
of December 31, 2021 compared to $695 as of December 31, 2020. During the year
ended December 31, 2021, we bought back 16.9 million shares of our outstanding
common stock as part of our stock repurchase program. Additionally, during the
year ended December 31, 2021, we repurchased and retired all of our outstanding
preferred stock. We have sufficient borrowing capacity to support our
operations. As of December 31, 2021, total available borrowing capacity was
$16,880 of which we could borrow an additional $11,871.

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 quarter of 2020. As of December 31,
2021, our total advance capacity was $1,715, of which $1,101 remained unused.
For more information on our MSR and advance facilities, see Note 12,
Indebtedness, in the Notes to Consolidated Financial Statements.

Sources and Uses of Cash
Our primary sources of funds for liquidity include: (i) servicing fees and
ancillary revenues; (ii) advance and warehouse facilities, other secured
borrowings and unsecured senior notes; (iii) payments received in connection
with the sale of 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) 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 11, Derivative Financial
Instruments, in the Notes to Consolidated Financial Statements in Item 8,
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 13, Securitizations and Financings, in the Notes to
Consolidated Financial Statements in Item 8, 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 consolidated financial statements.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 44
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Cash Flows
The table below presents cash flows information:

Table 14. Cash Flows


                                          Year Ended December 31,
                                         2021                   2020               $ Change                 % Change
Net cash attributable to:
Operating activities               $        2,632          $       331          $      2,301                        695  %
Investing activities                        1,192                 (134)                1,326                       (990) %
Financing activities                       (3,696)                 104                (3,800)                    (3,654) %
Net increase in cash, cash
equivalents and restricted cash    $          128          $       301          $       (173)                       (57) %



Operating activities
Cash generated from operating activities increased to $2,632 during the year
ended December 31, 2021 from $331 in 2020. The increase was primarily related to
continuing operations, driven by $2,675 in cash generated from origination net
sales activities in 2021 compared to $161 of cash used in 2020, as a result of
an increase in sale proceeds and loan payment proceeds for mortgage loans held
for sale, partially offset by cash used of $380 for advances and other
receivables, net in 2021 compared to $48 in 2020.

Investing activities
Our investing activities generated cash of $1,192 during the year ended
December 31, 2021 compared to cash used of $134 in 2020. The change in cash
attributable to investing activities was primarily driven by $1,629 in cash
proceeds from the sale of the reverse servicing portfolio. Additionally,
investing activities from continuing operations included $465 in cash proceeds
from the sale of our Title, Valuations and Field Services businesses, net of
cash divested, in 2021, offset by an increase of $792 in cash used for the
purchase of forward mortgage servicing rights.

Financing activities
Our financing activities used cash of $3,696 during the year ended December 31,
2021 compared to cash generated of $104 in 2020. The change in cash attributable
to financing activities was primarily related to continuing operations, driven
by net repayment of $1,272 in 2021 compared to net borrowing of $1,861 in 2020
on our advance and warehouse facilities. Additionally, in 2021, we received $600
from the issuance of the 2031 unsecured senior note, whereas in 2020, we had a
net cash outflow of $408 as a result of the issuance of the 2027, 2028 and 2030
unsecured senior notes and the repayment and redemption of the 2021, 2022, 2023
and 2026 unsecured senior notes. Further, we used cash of $572 for the
repurchase of our common stock in 2021 compared to $58 in 2020.


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, which are measured at our
operating subsidiary, Nationstar Mortgage, LLC. As of December 31, 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.


45 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K --------------------------------------------------------------------------------


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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.

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.

Minimum Capital Ratio
•FHFA and Ginnie Mae - a ratio of Tangible Net Worth to Total Assets greater
than 6%.

Secured Debt to Gross Tangible Asset Ratio •Ginnie Mae - a secured debt to gross tangible asset ratios no greater than 60%.

As of December 31, 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. We
met this requirement for all financial periods presented.

In addition, Fannie Mae or Freddie Mac may require capital ratios in excess of
stated requirements. Refer to Note 18, Capital Requirements, in the Notes to
Consolidated Financial Statements for additional information.

Table 15. Debt


                                           December 31, 2021       December 31, 2020
Advance facilities principal amount       $              614      $         

669


Warehouse facilities principal amount                  4,125                

5,835


MSR facilities principal amount                          270                

270


Unsecured senior notes principal amount                2,700                   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 December 31, 2021, we had a total borrowing capacity
of $1,715, of which we could borrow an additional $1,101. The maturity dates of
our advance facilities range from October 2022 to August 2023. As of
December 31, 2021, we had $218 of borrowings outstanding under facilities
maturing within less than one year and $396 of borrowings outstanding under
facilities maturing within the next three years.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 46
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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 December 31, 2021, we had a total borrowing
capacity of $14,055 and $1,110 for warehouse and MSR facilities, of which we
could borrow an additional $9,930 and $840, respectively. The maturity dates for
our warehouse facilities range from January 2022 to September 2023. As of
December 31, 2021, we had $2,266 of borrowings outstanding under warehouse
facilities maturing within less than one year and $1,859 of borrowings
outstanding under warehouse facilities maturing within the next three years. The
maturity dates for our MSR facilities range from August 2022 to November 2023.
As of December 31, 2021, we had $270 of borrowing outstanding under MSR
facilities maturing within the next three years.

Unsecured Senior Notes
In 2021, we completed an offering of an unsecured senior note with a maturity
date of 2031. 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%. We are
scheduled to pay a total of $1,180 of interest payments from these notes over
the next ten years, of which $151 is due within less than one year.

As of December 31, 2021, the expected maturities of our unsecured senior notes based on contractual maturities are presented below:

Table 16. Contractual Maturities - Unsecured Senior Notes




Year Ending December 31,                      Amount
2022 through 2026                            $     -
Thereafter                                     2,700

Unsecured senior notes principal amount 2,700 Unamortized debt issuance costs

                  (30)
Unsecured senior notes, net                  $ 2,670



Other contractual obligations
Our operating lease obligations were primarily incurred for office space and
equipment. The average lease terms are generally for 1 to 8 years. As of
December 31, 2021, the total future minimum lease payments for our operating
lease obligations was $135, of which $24 is due within less than a year. For
more information regarding lease obligations, see Note 8, Leases, in the Notes
to Consolidated Financial Statements.

47 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K --------------------------------------------------------------------------------


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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 consolidated financial statements. These
policies relate to fair value measurements, particularly those determined to be
Level 3 as discussed in Note 17, Fair Value Measurements, in Notes to
Consolidated Financial Statements and valuation and realization of deferred tax
assets. We believe that the judgment, estimates and assumptions used in the
preparation of our consolidated financial statements are appropriate given the
factual circumstances at the time. However, given the sensitivity of our
consolidated financial statements to these critical accounting policies, 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 interest rate
lock commitments ("IRLCs").

MSRs at Fair Value
We generally retain the servicing rights for existing forward residential
mortgage loans transferred to a third party. We recognize MSRs in such transfers
that meet the requirements for sale accounting. Additionally, we may acquire the
rights to service forward residential mortgage loans from third parties. We
apply fair value accounting to this class of MSRs, with all changes in fair
value recorded within revenues - service related, net in the consolidated
statements of operations. We estimate the fair value of these MSRs using a
discounted cash flow model, which incorporates prepayment speeds, discount rate,
costs to service, delinquencies, ancillary revenues, recapture rates and other
assumptions 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, the discounted cash flow model is complex and uses
asset-specific collateral data and market inputs for interest and discount
rates. In addition, the modeling requirements of MSRs are complex because of the
high number of variables that drive cash flows associated with MSRs. For the
impact of changes in estimates on MSRs at fair value, see Item 7A. Quantitative
and Qualitative Disclosures about Market Risk and Note 4, Mortgage Servicing
Rights and Related Liabilities, in the Notes to Consolidated Financial
Statements

Excess Spread Financing
In conjunction with the acquisition of certain MSRs on various pools of
residential mortgage loans (the "Portfolios"), we have entered into sale and
assignment agreements related to its right to servicing fees, under which we
sell to third parties the right to receive a portion of the excess cash flow
generated from the Portfolios after receipt of a fixed base servicing fee per
loan. We measure these financing arrangements at fair value to more accurately
represent the future economic performance of the acquired MSRs and related
excess servicing financing, with all changes in fair value recorded as a charge
or credit to revenues - servicing related, net in the consolidated statements of
operations. The fair value on excess spread financing is based on the present
value of future expected discounted cash flows with the discount rate
approximating current market value. The cash flow assumptions and prepayment
assumptions used in the model are based on various factors, with the key
assumptions being mortgage prepayment speeds and discount rate. However, the
discounted cash flow model is complex and uses asset-specific collateral data
and market inputs. In addition, our total market risk is influenced by a wide
variety of factors including market volatility and liquidity of the markets. For
the impact of changes in estimates on excess spread financing, see Item 7A.
Quantitative and Qualitative Disclosures about Market Risk and Note 4, Mortgage
Servicing Rights and Related Liabilities, in the Notes to Consolidated Financial
Statements.

Interest Rate Lock Commitments
IRLCs represent an agreement to extend credit to a mortgage loan applicant, or
an agreement to purchase a loan from a third-party originator, whereby the
interest rate on the loan is set prior to funding. The fair values of interest
rate lock commitments are subject to changes in mortgage interest rates from the
date of the commitment through the sale of the loan into the secondary market.
As a result, we are exposed to interest rate risk during the period from the
date of the lock commitment through (i) the lock commitment cancellation or
expiration date; or (ii) the date of sale into the secondary mortgage
market. IRLCs are considered freestanding derivatives and are recorded at fair
value at inception inclusive of the inherent value of servicing. Loan
commitments generally range between 30 days and 90 days, and we typically sell
mortgage loans within 30 days of origination. Changes in fair value subsequent
to inception are based on changes in the fair value of the underlying loan, and
changes in the probability that the loan will fund within the terms of the
commitment. Any changes in fair value are recorded in earnings as a component of
net gain on mortgage loans held for sale on the consolidated statement of
operations and consolidated statement of cash flows. For the impact of changes
in estimates on IRLCs, see Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.

                      Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K 48

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Realization of Deferred Tax Assets
Our provision for income taxes is calculated using the balance sheet method,
which requires the recognition of deferred income taxes. Deferred income taxes
reflect the net tax effect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes and certain changes in the valuation allowance. We
provide a valuation allowance against deferred tax assets if, based on available
evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. In determining the adequacy of the valuation
allowance, we consider all forms of evidence, including: (1) historic earnings
or losses; (2) anticipated taxable income resulting from the reversal of taxable
temporary differences; (3) tax planning strategies; and (4) anticipated future
earnings exclusive of the reversal of taxable temporary differences. Of all of
the sources of taxable income, we generally rely upon reversals of existing
deferred tax liabilities, tax planning strategies, and future taxable income
excluding reversing differences. In determining the appropriate amount of
valuation allowance required, we consider (1) internal forecasts of our future
pre-tax income exclusive of reversing temporary differences and carryforwards,
(2) the nature and timing of future reversals of existing deferred tax assets
and liabilities, (3) future originating temporary and permanent differences, and
(4) NOL carryforward expiration dates, among others.


Other Matters


Recent Accounting Developments

Below provides recently issued accounting pronouncements applicable to us but not yet effective.



Accounting Standards Update 2020-04 and 2021-01, collectively implemented as
Accounting Standards Codification Topic 848 ("ASC 848"), Reference Rate Reform
provides 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 derivative instruments affected by changes to the
interest rates used for discounting, margining alignment due to reference rate
reform are in scope of ASC 848. ASU 2020-04 and ASU 2021-01 were effective March
2020 and January 2021, respectively, for contract modifications, existing
hedging relationships and other impacted transactions 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 have not elected to apply any
of the amendments through December 31, 2021 and are currently assessing the
impact of ASU 2020-04 and ASU 2021-01 on our consolidated financial statements.

See Part II, Item 8, Note 1, Nature of Business and Basis of Presentation, in
the Notes to the Consolidated Financial Statements for information on recent
accounting guidance adopted in 2021.
49 Mr. Cooper Group Inc. - 2021 Annual Report on Form 10-K
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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. 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.

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.
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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.

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.

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.

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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. Voluntarily prepaid loans that are expected to be refinanced by the 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.

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.

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.

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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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