Management's discussion and analysis of financial condition and results of
operations ("MD&A") should be read in conjunction with the accompanying
unaudited consolidated financial statements and in conjunction with our Annual
Report on Form 10-K for the year ended December 31, 2019. 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 2006 to $588 billion as of
September 30, 2020. 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. More information on the Company is
available at investors.mrcoopergroup.com. Information contained on our website
is not, and should not be deemed to be, a part of this report.

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 reducing leverage, building liquidity, and
managing interest rate and credit risk;
•Improve efficiency by driving continuous improvement in unit costs for
Servicing, Originations, and Xome, as well as by taking corporate actions to
eliminate costs throughout the organization;
•Grow and strengthen our customer base in each of our segments;
•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
have 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 October 25, 2020, approximately 6.1% of our customers
were on a forbearance plan, down from a peak of 7.2%. 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 right from Ginnie Mae in
other assets and payables and other liabilities on a gross basis. The balance
was $5,095 as of September 30, 2020 and may increase during the fourth quarter.
See liquidity discussion related to the COVID-19 pandemic in Liquidity and
Capital Resources section in MD&A.

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Anticipated Trends



Our Servicing segment continued to experience portfolio run-off from elevated
prepayment speeds in the low interest rate environment, most of which was
replenished by strong correspondent volume. We expect to see servicing portfolio
growth in the fourth quarter of 2020, primarily from correspondent and flow
originations as well as UPB growth from a major new subservicing relationship.
During the third quarter of 2020, the servicing margin benefited from a $46 loss
recovery related to settlement with a government agency. We don't expect any
additional settlements in the fourth quarter. Looking ahead into 2021, we would
expect prepayment speeds to decline from current level and also expect to see
some contribution from incentive fees and early-buyout gains as we help
customers exit forbearance.

Our Originations segment has experienced volume growth and higher margins as a
result of the lower interest rate environment, which more than offset the
decline in our Servicing segment. As the pandemic began to impact the mortgage
capital markets, our Originations segment took several steps to rapidly de-risk
the pipeline. During the second quarter of 2020, we slowed down correspondent
productions as we evaluated the environment. However, since then, we ramped up
our correspondent production and had record correspondent volumes during the
third quarter of 2020. We expect to continue growing the correspondent channel.

Our Xome segment's revenue from the Exchange division has been, and is expected
to continue to be, negatively impacted, as the foreclosure process is currently
on hold, with moratoriums in place at the national level and in some local
markets. However, Xome's revenue from the Services division has benefited from
the lower interest rate environment and increase in origination volume and has
helped balance out the decrease in Exchange's revenues. Once the moratoriums are
lifted, we expect a surge in activity and Xome to contribute meaningfully to our
consolidated results.

Results of Operations
Table 1. Consolidated Operations


                                         Three Months Ended September 30,
                                             2020                    2019               $ Change                 % Change
Revenues - operational(1)            $             901          $       701          $        200                         29  %
Revenues - Mark-to-market                          (29)                 (83)                   54                        (65) %
Total revenues                                     872                  618                   254                         41  %
Total expenses                                     431                  478                   (47)                       (10) %
Total other expenses, net                         (160)                 (33)                 (127)                       385  %
Income before income tax expense                   281                  107                   174                        163  %
Less: Income tax expense                            67                   24                    43                        179  %
Net income                                         214                   83                   131                        158  %
Less: Net income (loss) attributable
to non-controlling interests                         5                   (1)                    6                       (600) %
Net income attributable to Mr.
Cooper                               $             209          $        84          $        125                        149  %


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



Net income increased during the three months ended September 30, 2020 to $214
compared to net income of $83 during the same period in 2019. The net income in
2020 was higher primarily due to an increase in total revenues and a decrease in
total expenses, partially offset by an increase in total other expenses, net.
Operational revenues increased primarily due to increased revenue in our
Originations segment, driven by higher originations volume predominately in the
direct-to-consumer ("DTC") channel, partially offset by a decrease in negative
mark-to-market ("MTM") adjustments during the three months ended September 30,
2020 compared to the same period in 2019. Refer to Table 8. Servicing - Revenues
and Table 19. Originations - Revenues for further discussion.

                                       37
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Total expenses during the three months ended September 30, 2020 decreased
compared to the same period in 2019 primarily due to lower foreclosure and other
liquidation related expenses and recoveries in our Servicing segment, primarily
driven by loss recoveries from settlement with a government agency and
operational improvements of the reverse portfolio with respect to assignments
and adherence to HUD curtailment guidelines. The decrease in total expenses was
partially offset by higher total expense in our Originations segment, primarily
attributable to higher originations volume in the lower interest rate
environment. Refer to Table 9. Servicing - Expenses and Table 20. Originations -
Expenses for further discussion.

Total other expenses, net, increased during the three months ended September 30,
2020 compared to the same period in 2019 primarily due to a decrease in interest
income and increase in other expenses, net, partially offset by a decrease in
interest expense. Interest income decreased primarily due to a decrease in other
interest income in our Servicing segment due to lower income earned on custodial
balances driven by lower LIBOR rates and a decrease in income earned on reverse
mortgage interest, as a result of the decline in the reverse mortgage interests
balance. Other expenses, net increased primarily due to an increase in other
expense, net in our Corporate/Other segment primarily driven by a loss on
redemption of the 2023 unsecured senior notes. Refer to Table 10. Servicing -
Other (Expenses) Income, Net and Table 23. Corporate/Other Selected Financial
Results for further discussion.

During the three months ended September 30, 2020 and 2019, we had an income tax
expense. The effective tax rate during the three months ended September 30, 2020
was 24.0% as compared to the effective tax rate of 22.3% during the three months
ended September 30, 2019. The change in effective tax rate is primarily
attributable to the relative unfavorable tax impacts of permanent differences
such as nondeductible executive compensation and nondeductible meals and
entertainment expenses on the annual effective rate, and discrete tax items
during the three months ended September 30, 2020 as compared to the three months
ended September 30, 2019.

Table 1.1 Consolidated Operations




                                          Nine Months Ended September 30,
                                             2020                    2019               $ Change                 % Change
Revenues - operational(1)            $           2,453          $     1,874          $        579                         31  %
Revenues - Mark-to-market                         (673)                (607)                  (66)                        11  %
Total revenues                                   1,780                1,267                   513                         40  %
Total expenses                                   1,294                1,413                  (119)                        (8) %
Total other expenses, net                         (334)                 (97)                 (237)                       244  %
Income (loss) before income tax
expense (benefit)                                  152                 (243)                  395                       (163) %
Less: Income tax expense (benefit)                  36                  (52)                   88                       (169) %
Net income (loss)                                  116                 (191)                  307                       (161) %
Less: Net income (loss) attributable
to non-controlling interests                         2                   (2)                    4                       (200) %
Net income (loss) attributable to
Mr. Cooper                           $             114          $      (189)         $        303                       (160) %


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



We recorded net income of $116 during the nine months ended September 30, 2020
compared to a net loss of $191 during the same period in 2019. The net income in
2020 was primarily due to an increase in total revenues and decrease in total
expenses. Operational revenues increased primarily due to increased revenue in
our Originations segment, driven by higher originations volume predominately in
the DTC channel, partially offset by an increase in negative MTM adjustments
during the nine months ended September 30, 2020 compared to the same period in
2019. Refer to Table 8.1 Servicing - Revenues and Table 19.1 Originations -
Revenues for further discussion.

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Total expenses during the nine months ended September 30, 2020 decreased
compared with the same period in 2019 primarily due to lower foreclosure and
other liquidation related expenses in our Servicing segment primarily driven by
loss recoveries from settlement with a government agency and operational
improvements of the reverse portfolio with respect to assignments and adherence
to HUD curtailment guidelines. In addition, total expenses in our
Corporate/Other segment were higher in the nine months ended September 30, 2019
due to acquisition and integration expenses related to the Pacific Union
acquisition and the acquisition of the Seterus mortgage servicing platform and
assumption of assets related thereto from IBM ("Seterus acquisition") in
February 2019. Partially offsetting the decrease in total expenses in our
Servicing segment and Corporate/Other segment was an increase in total expenses
in our Originations segment primarily driven by higher originations volume in a
declining interest rate environment. Refer to Table 9.1 Servicing - Expenses,
Table 23.1 Corporate/Other Selected Financial Results and Table 20.1
Originations - Expenses for further discussion.

Total other expenses, net, increased during the nine months ended September 30,
2020 compared to the same period in 2019 primarily due to a decrease in interest
income and an increase in other expenses, net, partially offset by a decrease in
interest expense. Interest income decreased primarily due to a decrease in other
interest income in our Servicing segment due to lower income earned on custodial
balances driven by lower LIBOR rates and a decrease in income earned on reverse
mortgage interest, as a result of the decline in the reverse mortgage interests
balance. Other expenses, net, was higher in the nine months ended September 30,
2020 primarily due to a loss on redemption of the 2023 unsecured senior notes in
our Corporate/Other segment and due to income related to the change in fair
value of the contingent consideration recorded in 2019 for the acquisition of
Assurant Mortgage Solutions ("AMS") in our Xome segment. Refer to Table 10.1
Servicing - Other (Expenses) Income, Net, Table 22.1 Xome Segment Results of
Operations and Table 23.1 Corporate/Other Selected Financial Results for further
discussion

During the nine months ended September 30, 2020 and 2019, we had an income tax
expense and benefit, respectively. The effective tax rate during the nine months
ended September 30, 2020 was 23.9% as compared to the effective tax rate of
21.5% during the nine months ended September 30, 2019. The change in effective
tax rate is primarily attributable to the relative unfavorable tax impacts of
permanent differences such as nondeductible executive compensation and
nondeductible meals and entertainment expenses on the annual effective rate, and
discrete tax items in the nine months ended September 30, 2020 as compared to
the nine months ended September 30, 2019.


Segment Results


Our operations are conducted through four segments: Servicing, Originations, Xome, and Corporate/Other.



•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. Our wholesale channel was shut down during the
three months ended June 30, 2020 and subsequently ceased originating loans and
funded out the remaining pipeline.
•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.
•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, interest expense on our senior unsecured
notes, and the results of a legacy mortgage investment portfolio, which consists
of non-prime and non-conforming residential mortgage loans that were transferred
to a securitization trust ("Trust 2009-A") in 2009. We collapsed Trust 2009-A
and executed the sale of the loans held in the trust in September 2019. The
Corporate/Other segment also includes inter-segment eliminations.

Refer to Note 16, Business Segment Reporting, for a summary of segment results.


                                       39
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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
strong servicer ratings.

Table 2. Servicer Ratings


                       Fitch(1)          Moody's(2)            S&P(3)
Rating date          January 2020      September 2020         May 2019

Residential             RPS2-            Not Rated         Above Average
Master Servicer         RMS2+               SQ2            Above Average
Special Servicer        RSS2-            Not Rated         Above Average
Subprime Servicer       RPS2-            Not Rated         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

Servicing Portfolio Composition

As of September 30, 2020, the unpaid principal balance in our servicing portfolio consisted of approximately $266.7 billion in forward loans, $300.9 billion in subservicing and other, and $20.0 billion in reverse mortgage loans.

•The term "forward" refers to loans we service which are not "reverse mortgages," as discussed below.



•Our subservicing portfolio consists of loans where we perform the servicing
responsibilities for a contractual fee, but do not own the servicing rights and
therefore do not record an MSR on our balance sheet.

•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. We have acquired our reverse mortgages in prior
years through several transactions and the portfolio is now in run-off mode. For
a significant portion of our reverse mortgages, we record MSRs on our balance
sheet, similar to the accounting for forward mortgages, except in cases where
the costs of servicing are expected to exceed revenues, in which case a Mortgage
Servicing Liability ("MSL") is created. Additionally, due to program
requirements, we consolidate certain reverse mortgages on our balance sheet and
accrue interest income and expense.

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The charts below set forth the portfolio mix between forward MSR, subserviced
and other, and reverse mortgage loans, and the composition of our servicing
portfolio ending UPB by investor group ($ in Millions) as of September 30, 2020
and 2019:

                     [[Image Removed: nsm-20200930_g2.jpg]]

                     [[Image Removed: nsm-20200930_g3.jpg]]

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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 September 30,
                                            2020                    2019               $ Change                 % Change
Revenues
Operational                         $             273          $       319          $        (46)                       (14) %
Amortization, net of accretion                   (112)                 (73)                  (39)                        53  %
Mark-to-market                                    (29)                 (83)                   54                        (65) %
Total revenues                                    132                  163                   (31)                       (19) %
Total expenses                                     99                  171                   (72)                       (42) %
Total other (expenses) income, net                (65)                  17                   (82)                      (482) %
(Loss) income before income tax
(benefit) expense                   $             (32)         $         9          $        (41)                      (456) %



During the three months ended September 30, 2020, we incurred a loss before
income tax benefit of $32 compared to income before income tax expense of $9 for
the same period in 2019. The change was primarily due to a change in total other
(expenses) income, net and a decrease in total revenues, partially offset by a
decrease in total expenses. Total other (expenses) income, net, during the three
months ended September 30, 2020 decreased compared to the same period in 2019
primarily due to a decrease in interest income. The decrease in interest income
was primarily due to lower income earned on custodial balances driven by lower
LIBOR rates and a decrease in income earned on reverse mortgage interest,
primarily driven by the decline in the reverse mortgage interests balance.

Total revenues decreased during the three months ended September 30, 2020
compared to the same period in 2019, primarily due to a decrease in operational
revenues driven by lower base servicing fees on lower portfolio UPB.
Additionally, amortization, net of accretion increased primarily due to an
increase in amortization of forward MSRs as a result of elevated prepayments
driven by the declining interest rate environment. The decrease in total
revenues was partially offset by lower negative mark-to-market revenues during
the three months ended September 30, 2020 compared to the same period in 2019
due to decreased impact from changes in interest rates and $46 favorable impact
from additional modification fee income for loans exiting forbearance program
related to the CARES Act. Total expenses decreased during the three months ended
September 30, 2020 compared to the same period in 2019 primarily due to a
decrease in foreclosure and other liquidation (recoveries) expenses, net and a
decrease in salaries, wages and benefits. The decrease in foreclosure and other
liquidation (recoveries) expenses, net was mainly driven by operational
improvements of the reverse portfolio with respect to assignments and adherence
to HUD curtailment guidelines, in addition to $46 on loss recoveries related to
a settlement with a government agency. The decrease in salaries, wages and
benefits was primarily due to improved operational efficiencies.

Refer to Table 8. Servicing - Revenues, Table 9. Servicing - Expenses and Table
10. Servicing - Other (Expenses) Income, Net, for further discussions on the
changes in total revenues, total expenses and total other (expenses) income,
net, respectively.

Table 3.1 Servicing Segment Results of Operations




                                        Nine Months Ended September 30,
                                           2020                    2019               $ Change                 % Change
Revenues
Operational                         $            880          $       957          $        (77)                        (8) %
Amortization, net of accretion                  (290)                (152)                 (138)                        91  %
Mark-to-market                                  (673)                (607)                  (66)                        11  %
Total revenues                                   (83)                 198                  (281)                      (142) %
Total expenses                                   370                  555                  (185)                       (33) %
Total other (expenses) income, net              (155)                  45                  (200)                      (444) %
Loss before income tax benefit      $           (608)         $      (312)         $       (296)                        95  %



                                       42

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During the nine months ended September 30, 2020, we incurred a loss before
income tax benefit of $608 compared to $312 for the same period in 2019. The
change in loss before income tax benefit was primarily due to a decrease in
total revenues and a change in total other (expenses) income, net, partially
offset by a decrease in total expenses. Total revenues decreased primarily due
to higher amortization, net of accretion, during the nine months ended September
30, 2020 compared to the same period in 2019, primarily due to an increase in
amortization of forward MSRs as a result of elevated prepayments driven by the
declining interest rate environment. Additionally, operational revenues
decreased driven by lower base servicing fees on lower portfolio UPB. Further,
mark-to-market increased primarily as a result of elevated negative
mark-to-market revenues during the nine months ended September 30, 2020 compared
to the same period in 2019. Total expenses during the nine months ended
September 30, 2020 decreased compared to the same period in 2019 primarily due
to a decrease in foreclosure and other liquidation (recoveries) expenses, net
and a decrease in salaries, wages and benefits. The decrease in foreclosure and
other liquidation (recoveries) expenses, net was primarily driven by operational
improvements of the reverse portfolio with respect to assignments and adherence
to HUD curtailment guidelines, in addition to $46 on loss recoveries related to
a settlement with a government agency and improved performance of $15 on loss
recoveries related to settlement with a prior servicer. The decrease in
salaries, wages and benefits was primarily due to improved operational
efficiencies, which included consolidation of one of our servicing centers.

Total other (expenses) income, net, during the nine months ended September 30,
2020 decreased compared to the same period in 2019 primarily due to a decrease
in interest income. The decrease in interest income was primarily due to a
decrease in other interest income due to lower interest income earned on
custodial balances driven by lower LIBOR rates and a decrease in income earned
on reverse mortgage interest, primarily driven by the decline in the reverse
mortgage interests balance. Refer to Table 8.1 Servicing - Revenues, Table 9.1
Servicing - Expenses and Table 10.1 Servicing - Other (Expenses) Income, Net,
for further discussions on the changes in total revenues, total expenses and
total other (expenses) income, net, respectively.

                                       43
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Table 4. Servicing Portfolio - Unpaid Principal Balances




                                            Three Months Ended September 30,                 Nine Months Ended September 30,
                                                2020                    2019                   2020                    2019
Average UPB
Forward MSRs                            $         277,707          $  

315,897 $ 290,199 $ 313,405 Subservicing and other(1)

                         293,014              297,081                   301,752               278,158
Reverse loans                                      20,260               24,301                    21,126                25,933
Total average UPB                       $         590,981          $   637,279          $        613,077          $    617,496

                                                                                                                   September 30,
                                                                                        September 30, 2020             2019
Ending UPB
Forward MSRs
Agency                                                                                  $        220,139          $    247,821
Non-agency                                                                                        46,528                58,860
Total forward MSRs                                                                               266,667               306,681

Subservicing and other(1)
Agency                                                                                           285,704               294,783
Non-agency                                                                                        15,151                15,748
Total subservicing and other                                                                     300,855               310,531

Reverse loans
MSR                                                                                                2,079                 2,761
MSL                                                                                               12,485                14,641
Securitized loans                                                                                  5,442                 6,588
Total reverse portfolio serviced                                                                  20,006                23,990
Total ending UPB                                                                        $        587,528          $    641,202

(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.


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The following tables provide a rollforward of our forward MSR and subservicing
and other portfolio UPB:
Table 5. Forward Servicing and Subservicing and Other Portfolio UPB Rollforward


                                        Three Months Ended September 30, 2020                             Three Months Ended September 30, 2019
                                                    Subservicing and                                                  Subservicing and
                               Forward MSR                Other                Total             Forward MSR                Other                Total
Balance - beginning of
period                       $     277,975          $      296,792          $ 574,767          $     316,012          $      302,108          $ 618,120
Additions:
Originations                        14,517                   1,232             15,749                 11,397                     410             11,807
Acquisitions / Increase in
subservicing(1)                     (2,660)                 38,082             35,422                    333                  33,273             33,606
Deductions:
Dispositions                           (23)                 (3,046)            (3,069)                (2,707)                 (9,399)           (12,106)
Principal reductions and
other                               (2,683)                 (2,659)            (5,342)                (3,029)                 (2,597)            

(5,626)


Voluntary reductions(2)            (20,215)                (29,506)           (49,721)               (14,515)                (13,030)           (27,545)
Involuntary reductions(3)             (177)                    (40)              (217)                  (740)                   (234)              (974)
Net changes in loans
serviced by others                     (67)                      -                (67)                   (70)                      -                (70)
Balance - end of period      $     266,667          $      300,855          $ 567,522          $     306,681          $      310,531          $ 617,212

(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 September 30, 2020, our ending forward MSR UPB
decreased primarily due to increased voluntary reductions driven by the low
interest rate environment, partially offset by increased origination volumes.
During the three months ended September 30, 2020, 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 5.1 Forward Servicing and Subservicing and Other Portfolio UPB Rollforward


                                        Nine Months Ended September 30, 2020                              Nine Months Ended September 30, 2019
                                                    Subservicing and                                                  Subservicing and
                               Forward MSR                Other                Total             Forward MSR                Other                Total
Balance - beginning of
period                       $     296,782          $      323,983          $ 620,765          $     295,481          $      223,886          $ 519,367
Additions:
Originations                        35,630                   2,918             38,548                 25,809                   1,213             27,022
Acquisitions / Increase in
subservicing(1)                     (4,967)                 78,342             73,375                 33,810                 130,394            164,204
Deductions:
Dispositions                           (94)                (23,156)           (23,250)                (5,079)                (11,192)           (16,271)
Principal reductions and
other                               (8,109)                 (7,792)           (15,901)                (8,887)                 (7,583)           

(16,470)


Voluntary reductions(2)            (51,514)                (73,291)          (124,805)               (31,925)                (25,670)           

(57,595)


Involuntary reductions(3)             (815)                   (149)              (964)                (2,309)                   (517)            (2,826)
Net changes in loans
serviced by others                    (246)                      -               (246)                  (219)                      -               (219)
Balance - end of period      $     266,667          $      300,855          $ 567,522          $     306,681          $      310,531          $ 617,212



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(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 nine months ended September 30, 2020, our ending forward MSR UPB
decreased primarily due to increased voluntary reductions in the low interest
rate environment, partially offset by increased origination volumes. During the
nine months ended September 30, 2020, our subservicing and other portfolio
ending UPB decreased primarily driven by increased voluntary reductions in the
low interest rate environment and increased dispositions due to various MSR
sales from our subservicing clients, partially offset by portfolio growth.

The table below summarizes the overall performance of the forward servicing and
subservicing portfolio:
Table 6. Key Performance Metrics - Forward Servicing and Subservicing Portfolio(1)


                                                                                           September 30,        September 30,
                                                                                                2020                 2019
Loan count(2)                                                                                3,283,769            3,601,322
Average loan amount(3)                                                                     $   172,828          $   171,389
Average coupon - credit
sensitive(4)                                                                                       4.6  %               4.8  %
Average coupon - interest
sensitive(4)                                                                                       4.1  %               4.2  %
Average coupon - agency(4)                                                                         4.3  %               4.5  %
Average coupon - non-agency(4)                                                                     4.6  %               4.8  %
60+ delinquent (% of loans)(5)                                                                     5.9  %               2.2  %
90+ delinquent (% of loans)(5)                                                                     5.1  %               1.9  %
120+ delinquent (% of loans)(5)                                                                    4.3  %               1.6  %

                                              Three Months Ended September 30,               Nine Months Ended September 30,
                                                2020                     2019                   2020                 2019
Total prepayment speed (12-month
constant prepayment rate)                            30.1  %                 17.5  %              25.0  %              13.2  %



(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 September 30, 2020, loan count includes 199,118 loans in forbearance
related to the CARES Act.
(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.
(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 a significant 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 September 30, 2020 compared to the same period in 2019.

Table 7. Forward Loan Modifications and Workout Units




                                                Three Months Ended September 30,
                                             2020                               2019                  Amount Change                  % Change
Modifications                                  3,242                               5,061                   (1,819)                           (36) %
Workouts(1)                                   20,483                               3,731                   16,752                            449  %
Total modifications and workout
units                                         23,725                               8,792                   14,933                            170  %


(1)During the three months ended September 30, 2020, workouts exclude loans which did not miss a contractual payment during forbearance related to the CARES Act.


                                       46
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Total modifications and workouts during the three months ended September 30,
2020 increased compared to the same period in 2019 primarily due to an increase
in workouts related to loans impacted by the COVID-19 pandemic which
successfully exited their forbearance plans.

Table 7.1 Forward Loan Modifications and Workout Units




                                                Nine Months Ended September 30, 2020
                                             2020                                 2019                    Amount Change                  % Change
Modifications                                 12,286                               15,882                      (3,596)                           (23) %
Workouts(1)                                   25,849                               15,132                      10,717                             71  %
Total modifications and workout
units                                         38,135                               31,014                       7,121                             23  %


(1)During the nine months ended September 30, 2020, workouts exclude loans which did not miss a contractual payment during forbearance related to the CARES Act.



Total modifications and workouts during the nine months ended September 30, 2020
increased compared to the same period in 2019 primarily due to an increase in
workouts related to loans impacted by the COVID-19 pandemic which successfully
exited their forbearance plans.

The following tables provide the composition of revenues for the Servicing
segment:
Table 8. Servicing - Revenues


                                               Three Months Ended September 30,
                                             2020                             2019                            $ Change                              % Change
                                     Amt             bps(1)           Amt            bps(1)             Amt              bps(1)              Amt               bps(1)
Forward MSR Operational Revenue
Base servicing fees              $    231              16           $ 252              16           $     (21)             -                    (8) %               -  %
Modification fees(2)                    3              -                4              -                   (1)             -                   (25) %               -  %
Incentive fees(2)                       -              -                6              -                   (6)             -                  (100) %               -  %
Late payment fees(2)                   15              1               23              2                   (8)            (1)                  (35) %             (50) %
Other ancillary revenues(2)            51              3               48              3                    3              -                     6  %               -  %
Total forward MSR operational
revenue                               300              20             333              21                 (33)            (1)                  (10) %              (5) %
Base subservicing fees and other
subservicing revenue(2)                71              5               65              4                    6              1                     9  %              25  %
Reverse servicing fees                  6              1                7              -                   (1)             1                   (14) %             100  %
Total servicing fee revenue           377              26             405              25                 (28)             1                    (7) %               4  %
MSR financing liability costs          (8)            (1)              (9)             -                    1             (1)                  (11) %            (100) %
Excess spread costs - principal       (96)            (6)             (77)            (5)                 (19)            (1)                   25  %              20  %
Total operational revenue             273              19             319              20                 (46)            (1)                  (14) %              (5) %
Amortization, net of accretion
Forward MSR amortization             (212)            (14)           (162)            (10)                (50)            (4)                   31  %              40  %
Excess spread accretion                96              6               77              5                   19              1                    25  %              20  %
Reverse MSL accretion                   4              -               10              -                   (6)             -                   (60) %               -  %
Reverse MSR amortization                -              -                2              -                   (2)             -                  (100) %               -  %
Total amortization, net of
accretion                            (112)            (8)             (73)            (5)                 (39)            (3)                   53  %              60  %
Mark-to-Market Adjustments
MSR MTM(3)                            (63)            (4)            (195)            (12)                132              8                   (68) %             (67) %
Excess spread / financing MTM          34              2              112              7                  (78)            (5)                  (70) %             (71) %
Total MTM adjustments                 (29)            (2)             (83)            (5)                  54              3                   (65) %             (60) %
Total revenues - Servicing       $    132              9            $ 163              10           $     (31)            (1)                  (19) %             (10) %


                                       47

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(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 $7 and $18 during the
three months ended September 30, 2020 and 2019, respectively.

Forward - Due to the decrease of the forward MSR portfolio's UPB, base servicing fee revenue decreased during the three months ended September 30, 2020 as compared to the same period in 2019. Late payment fees and incentive fees decreased due to loan forbearance related to the CARES Act.



Forward MSR amortization increased during the three months ended September 30,
2020 as compared to the same period in 2019, primarily due to higher prepayments
driven by the lower interest rate environment.

Total negative MTM adjustments decreased during the three months ended September
30, 2020 as compared to the same period in 2019 primarily due to decreased
impact from changes in interest rates and favorable impact from additional
modification fee income for loans exiting forbearance program related to the
CARES Act.

Subservicing - Subservicing fees increased during the three months ended September 30, 2020 as compared to the same period in 2019, primarily due to higher fees earned on delinquent loans, partially offset by lower average subservicing portfolio UPB.

Reverse - Servicing fees and reverse MSL accretion on reverse mortgage portfolios during the three months ended September 30, 2020 decreased as compared to the same period in 2019, primarily due to the decline in the reverse mortgage portfolio.

Table 8.1 Servicing - Revenues




                                                Nine Months Ended September 30,
                                             2020                              2019                            $ Change                              % Change
                                     Amt             bps(1)            Amt            bps(1)             Amt              bps(1)              Amt               bps(1)
Forward MSR Operational Revenue
Base servicing fees              $    720              16           $  749              16           $     (29)             -                    (4) %               -  %
Modification fees(2)                    8              -                13              -                   (5)             -                   (38) %               -  %
Incentive fees(2)                       9              -                 8              -                    1              -                    13  %               -  %
Late payment fees(2)                   54              1                62              2                   (8)            (1)                  (13) %             (50) %
Other ancillary revenues(2)           133              3               126              3                    7              -                     6  %               -  %
Total forward MSR operational
revenue                               924              20              958              21                 (34)            (1)                   (4) %              (5) %
Base subservicing fees and other
subservicing revenue(2)               205              5               179              4                   26              1                    15  %              25  %
Reverse servicing fees                 19              -                24              -                   (5)             -                   (21) %               -  %
Total servicing fee revenue         1,148              25            1,161              25                 (13)             -                    (1) %               -  %
MSR financing liability costs         (25)            (1)              (32)            (1)                   7              -                   (22) %               -  %
Excess spread costs - principal      (243)            (5)             (172)            (4)                 (71)            (1)                   41  %              25  %
Total operational revenue             880              19              957              20                 (77)            (1)                   (8) %              (5) %
Amortization, net of accretion
Forward MSR amortization             (550)            (12)            (366)            (8)                (184)            (4)                   50  %              50  %
Excess spread accretion               243              5               172              4                   71              1                    41  %              25  %
Reverse MSL accretion                  17              1                39              1                  (22)             -                   (56) %               -  %
Reverse MSR amortization                -              -                 3              -                   (3)             -                  (100) %               -  %
Total amortization, net of
accretion                            (290)            (6)             (152)            (3)                (138)            (3)                   91  %             100  %
Mark-to-Market Adjustments
MSR MTM(3)                           (796)            (17)            (782)            (17)                (14)             -                     2  %               -  %
Excess spread / financing MTM         123              2               175              4                  (52)            (2)                  (30) %             (50) %
Total MTM adjustments                (673)            (15)            (607)            (13)                (66)            (2)                   11  %              15  %
Total revenues - Servicing       $    (83)            (2)           $  198              4            $    (281)            (6)                 (142) %            (150) %



                                       48

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(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 $20 and $46 during the
nine months ended September 30, 2020 and 2019, respectively.

Forward - Due to the decrease of the forward MSR portfolio's UPB, base servicing
fee revenue decreased for the nine months ended September 30, 2020 as compared
to the same period in 2019. Modification fees decreased primarily due to lower
modification volume. Late payment fees decreased primarily driven by loan
forbearance related to the CARES Act. Other ancillary revenues increased
primarily due to higher sales lead incentives due to increased portfolio
recapture activity.

Forward MSR amortization increased during the nine months ended September 30,
2020 as compared to the same period in 2019, primarily due to higher prepayments
driven by the lower interest rate environment.

Total negative MTM adjustments increased during the nine months ended September
30, 2020 as compared to the same period in 2019 primarily due to the declining
interest rate environment during 2020.

Subservicing - Subservicing fees increased during the nine months ended
September 30, 2020 as compared to the same period in 2019 primarily due to a
higher average subservicing portfolio UPB and higher fees earned on delinquent
loans.

Reverse - Servicing fees and reverse MSL accretion on reverse mortgage
portfolios during the nine months ended September 30, 2020 decreased as compared
to the same period in 2019, primarily due to the decline in the reverse mortgage
portfolio.

The tables below summarize expenses for the Servicing segment: Table 9. Servicing - Expenses




                                                  Three Months Ended September 30,
                                                2020                             2019                            Change                             % Change
                                        Amt             bps(1)           Amt            bps(1)            Amt            bps(1)              Amt               bps(1)
Salaries, wages and benefits        $     77              5            $  85              5            $   (8)             -                    (9) %               -  %
General and administrative
Servicing support fees                    28              2               30              2                (2)             -                    (7) %               -  %
Corporate and other general and
administrative expenses                   33              2               40              3                (7)            (1)                  (18) %             (33) %
Foreclosure and other liquidation
related (recoveries) expenses, net       (45)            (3)              11              1               (56)            (4)                 (509) %            (400) %
Depreciation and amortization              6              1                5              -                 1              1                    20  %             100  %
Total general and administrative
expenses                                  22              2               86              6               (64)            (4)                  (74) %             (67) %
Total expenses - Servicing          $     99              7            $ 171              11           $  (72)            (4)                  (42) %             (36) %


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



Total expenses decreased during the three months ended September 30, 2020
compared to the same period in 2019, primarily driven by a decrease in
foreclosure and other liquidation (recoveries) expenses, net. Foreclosure and
other liquidation related (recoveries) expenses, net, decreased primarily due to
operational improvements of the reverse portfolio with respect to assignments
and adherence to HUD curtailment guidelines, in addition to $46 on loss
recoveries related to a settlement with a government agency. Salaries, wages and
benefits decreased in 2020 primarily due to operational efficiencies. The
decrease in Corporate and other general and administrative expenses was
primarily driven by lower repairs and maintenance expenses and temporary labor
costs.
                                       49
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Table 9.1 Servicing - Expenses




                                                  Nine Months Ended September 30,
                                                2020                             2019                            Change                             % Change
                                        Amt             bps(1)           Amt            bps(1)            Amt            bps(1)              Amt               bps(1)
Salaries, wages and benefits        $    238              5            $ 261              6            $  (23)            (1)                   (9) %             (17) %
General and administrative
Servicing support fees                    80              2               93              2               (13)             -                   (14) %               -  %
Corporate and other general and
administrative expenses                  100              2              118              3               (18)            (1)                  (15) %             (33) %
Foreclosure and other liquidation
related (recoveries) expenses, net       (62)            (1)              70              1              (132)            (2)                 (189) %            (200) %
Depreciation and amortization             14              -               13              -                 1              -                     8  %               -  %
Total general and administrative
expenses                                 132              3              294              6              (162)            (3)                  (55) %             (50) %
Total expenses - Servicing          $    370              8            $ 555              12           $ (185)            (4)                  (33) %             (33) %


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



Total expenses decreased during the nine months ended September 30, 2020
compared to the same period in 2019, primarily driven by a decrease in
foreclosure and other liquidation (recoveries) expenses, net. Foreclosure and
other liquidation related (recoveries) expenses, net decreased primarily due to
operational improvements of the reverse portfolio with respect to assignments
and adherence to HUD curtailment guidelines, in addition to $46 on loss
recoveries related to a settlement with a government agency and improved
performance of $15 on loss recoveries related to a settlement with a prior
servicer. The decrease in Corporate and other general and administrative
expenses in 2020 was primarily driven by lower occupancy expenses and temporary
labor costs. Servicing support fees decreased in 2020 compared to the same
period in 2019 primarily due to lower legal and tax service expenses. Salaries,
wages and benefits decreased in 2020 compared to the same period in 2019
primarily due to improved operational efficiencies which included consolidation
of one of our servicing centers.

Table 10. Servicing - Other (Expenses) Income, Net




                                              Three Months Ended September 30,
                                           2020                                 2019                            Change                              % Change
                                   Amt                bps(1)            Amt            bps(1)            Amt             bps(1)              Amt               bps(1)
Income earned on Reverse
mortgage interest            $             40           3            $      81           5            $     (41)          (2)                  (51) %             (40) %
Other interest income                       -           -                   56           4                  (56)          (4)                 (100) %            (100) %
Interest income                            40           3                  137           9                  (97)          (6)                  (71) %             (67) %

Reverse mortgage interest
expense                                  (37)          (3)                (58)          (4)                   21           1                   (36) %             (25) %
Advance interest expense                  (7)           -                  (6)           -                   (1)           -                    17  %               -  %
Other interest expense                   (61)          (4)                (56)          (4)                  (5)           -                     9  %               -  %
Interest expense                        (105)          (7)               (120)          (8)                   15           1                   (13) %             (13) %

Total other (expenses)
income, net - Servicing      $           (65)          (4)           $      17           1            $     (82)          (5)                 (482) %   

(500) %



Weighted average cost -
advance facilities                     3.0  %                           3.8  %                           (0.8) %                               (21) %
Weighted average cost -
excess spread financing                9.0  %                           8.9  %                            0.1  %                                 1  %



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


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During the three months ended September 30, 2020, we had total other expenses,
net, of $65 compared to total other income, net, of $17 for the same period in
2019. The change was primarily due to a decrease in interest income, mainly
driven by lower interest income earned on custodial balances due to lower LIBOR
rates. Income earned on reverse mortgage interest decreased due to the decline
in the reverse mortgage interests balance and the amortization of a net asset
premium into income. Interest expense decreased during the three months ended
September 30, 2020 as compared to the same period in 2019, primarily due to a
decrease in reverse mortgage interest expense primarily driven by the decline in
the reverse mortgage interest portfolio.

Table 10.1 Servicing - Other (Expenses) Income, Net




                                              Nine Months Ended September 30,
                                           2020                                 2019                            Change                              % Change
                                   Amt                bps(1)            Amt            bps(1)            Amt             bps(1)              Amt               bps(1)
Income earned on Reverse
mortgage interest            $            137           3            $     249           5            $    (112)          (2)                  (45) %             (40) %
Other interest income                      43           1                  139           3                  (96)          (2)                  (69) %             (67) %
Interest income                           180           4                  388           8                 (208)          (4)                  (54) %             (50) %

Reverse mortgage interest
expense                                 (140)          (3)               (175)          (4)                   35           1                   (20) %             (25) %
Advance interest expense                 (20)           -                 (23)           -                     3           -                   (13) %               -  %
Other interest expense                  (175)          (4)               (145)          (3)                 (30)          (1)                   21  %              33  %
Interest expense                        (335)          (7)               (343)          (7)                    8           -                    (2) %               -  %

Total other (expenses)
income, net - Servicing      $          (155)          (3)           $      45           1            $    (200)          (4)                 (444) %   

(400) %



Weighted average cost -
advance facilities                     3.0  %                           4.0  %                           (1.0) %                               (25) %
Weighted average cost -
excess spread financing                9.0  %                           8.9  %                            0.1  %                                 1  %



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



During the nine months ended September 30, 2020, we had total other expenses,
net, of $155 compared to total other income, net, of $45 for the same period in
2019. The change was primarily due to a decrease in interest income, mainly
driven by lower income earned on reverse mortgage interest due to the decline in
the reverse mortgage interests balance and the amortization of a net asset
premium into income. Other interest income decreased due to lower interest
income earned on custodial balances due to lower LIBOR rates. Interest expense
remained relatively flat during the nine months ended September 30, 2020 as
compared to the same period in 2019.

                                       51
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Servicing Portfolio and Related Liabilities



The table below summarizes the servicing portfolio and related liabilities in
the Servicing segment:
Table 11. Servicing Portfolios and Related Liabilities


                                             September 30, 2020                                         December 31, 2019
                                                   Carrying                                                  Carrying
                                 UPB                Amount               bps                UPB               Amount               bps
Forward MSRs - acquisition
pool:
Credit sensitive            $   122,422          $    1,206              99            $  147,895          $    1,613              109
Interest sensitive              144,245               1,457              101              148,887               1,883              126
Total forward MSRs - fair
value                       $   266,667          $    2,663              100           $  296,782          $    3,496              118

Forward MSRs - investor
pool:
Agency                      $   220,139          $    2,234              102           $  240,688          $    2,944              122
Non-agency                       46,528                 429              92                56,094                 552              98
Total forward MSRs - fair
value                       $   266,667          $    2,663              100           $  296,782          $    3,496              118

Total forward MSRs          $   266,667          $    2,663                            $  296,782          $    3,496

Subservicing and other(1)
Agency                          285,704                    N/A                            308,532                    N/A
Non-agency                       15,151                    N/A                             15,451                    N/A
Total subservicing and
other                           300,855                    N/A                            323,983                    N/A

Reverse portfolio -
amortized cost
MSR                               2,079                   6                                 2,508                   6
MSL                              12,485                 (44)                               13,994                 (61)
Securitized loans                 5,442               5,460                                 6,223               6,279
Total reverse portfolio
serviced                         20,006               5,422                                22,725               6,224
Total servicing portfolio
unpaid principal balance    $   587,528          $    8,085                            $  643,490          $    9,720

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



As of September 30, 2020, when measuring the fair value of the portfolio as a
basis point of the unpaid principal balance, our total forward MSRs decreased in
value by 18 bps compared to December 31, 2019 primarily due to higher forecasted
prepayment speeds as a result of the declining interest rate environment in
2020.

We assess whether acquired portfolios are more credit sensitive or interest
sensitive in nature on the date of acquisition. We consider numerous factors in
making this assessment, with the primary factors consisting of the overall
portfolio delinquency characteristics, portfolio seasoning and residential
mortgage loan composition. Interest rate sensitive portfolios typically consist
of single-family conforming residential forward mortgage loans serviced for GSEs
or other third-party investors. Credit sensitive portfolios primarily consist of
higher delinquency single-family non-conforming residential forward mortgage
loans in private-label securitizations.

                                       52
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The following table sets forth the activities of forward MSRs: Table 12. Forward MSRs - Fair Value Rollforward




                                          Three Months Ended September 30,                Nine Months Ended September 30,
                                              2020                   2019                    2020                    2019
Fair value - beginning of period      $           2,757          $    3,505          $           3,496          $     3,665

Additions:


Servicing retained from mortgage
loans sold                                          163                 129                        412                  298
Purchases of servicing rights                         6                  43                         30                  732
Dispositions:
Sales and cancellation of servicing
assets                                                -                 (24)                         -                 (317)
Changes in fair value:
Due to changes in valuation inputs or
assumptions used in the valuation
model:
Credit sensitive                                    (41)                (72)                      (262)                (228)
Interest sensitive                                  (24)               (102)                      (520)                (488)
Other changes in fair value:
Scheduled principal payments                        (23)                (24)                       (70)                 (69)
Disposition of negative MSRs and
other(1)                                             12                  20                         57                   43
Prepayments
Voluntary prepayments
Credit sensitive                                    (31)                (27)                       (81)                 (72)
Interest sensitive                                 (155)               (103)                      (392)                (205)
Involuntary prepayments
Credit sensitive                                      -                  (1)                        (1)                  (6)
Interest sensitive                                   (1)                 (5)                        (6)                 (14)

Fair value - end of period            $           2,663          $    3,339          $           2,663          $     3,339

(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.


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The following table sets forth the weighted-average key inputs and assumptions
in estimating the fair value of forward MSRs:
Table 13. MSRs - Fair Value


                         September 30, 2020      September 30, 2019
Total MSRs Portfolio
Discount rate                         9.5  %                  9.7  %
Prepayment speeds                    14.4  %                 13.9  %
Average life                       5.2 years               5.6 years

Acquisition Pools:
Credit Sensitive
Discount rate                        10.0  %                 10.4  %
Prepayment speeds                    12.6  %                 13.2  %
Average life                       5.6 years               5.9 years

Interest Sensitive
Discount rate                         9.0  %                  9.0  %
Prepayment speeds                    15.9  %                 14.6  %
Average life                       4.9 years               5.4 years

Investor Pools:
Agency
Discount rate                         8.9  %                  9.0  %
Prepayment speeds                    14.5  %                 13.7  %
Average life                       5.1 years               5.5 years

Non-Agency
Discount rate                        12.0  %                 12.6  %
Prepayment speeds                    13.9  %                 14.3  %
Average life                       5.5 years               6.0 years


The weighted-average discount rate for total MSRs portfolio decreased as of September 30, 2020 compared to the same period in 2019 due to the declining interest rate environment in 2020. Weighted-average life for total MSRs portfolio decreased due to the increase in prepayment speeds, which was attributable to the interest rate decline period over period.



The discount rate, which is used to determine the present value of estimated
future net servicing income, is based on the required rate of return market
investors would expect for an asset with similar risk characteristics. The
discount rate is determined through review of recent market transactions as well
as comparing the discount rate to those utilized by third-party valuation
specialists.

Total prepayment speeds represent the annual rate at which borrowers are forecasted to repay their mortgage loan principal, which includes estimates for both voluntary and involuntary borrower liquidations. The expected weighted-average life represents the total years we expect to service the MSR.

The key assumptions were separately applied to the servicing of loans in forbearance to account for differences in the underlying estimate of future servicing revenues related to those loans.


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Excess Spread Financing

As further disclosed in Note 2, Mortgage Servicing Rights and Related Liabilities, 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.

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 mortgage prepayments
through the origination platform. See Note 2, Mortgage Servicing Rights and
Related Liabilities, for additional information regarding the range of
assumptions and sensitivities related to the measurement of the excess spread
financing liability as of September 30, 2020 and December 31, 2019.

The following table sets forth the change in the excess spread financing and the
related weighted-average key assumptions:
Table 14. Excess Spread Financing


                                             Three Months Ended September 30,                    Nine Months Ended September 30,
                                                 2020                    2019                    2020                        2019
Fair value - beginning of period         $           1,124          $     1,429          $               1,311       $              1,184
Additions:
New financings                                           -                   31                             24                        469
Deductions:
Settlements and repayments                             (49)                 (63)                         (159)                      (182)
Changes in fair value:
Credit Sensitive                                       (14)                 (59)                          (38)                       (74)
Interest Sensitive                                     (17)                 (57)                          (94)                      (116)
Fair value - end of period               $           1,044          $     1,281          $               1,044       $              1,281

Weighted-Average Key Assumptions                                                          September 30, 2020          September 30, 2019
Total Excess Spread Portfolio
Discount rate                                                                                          11.9  %                    11.9  %
Prepayment speeds                                                                                      13.6  %                    13.3  %
Recapture rate                                                                                         19.1  %                    22.2  %
Average life                                                                                         5.3 years                  5.7 years

Credit Sensitive
Discount rate                                                                                          12.6  %                    12.5  %
Prepayment speeds                                                                                      13.0  %                    12.9  %
Recapture rate                                                                                         20.6  %                    23.6  %
Average life                                                                                         5.5 years                  5.8 years

Interest Sensitive
Discount rate                                                                                          10.6  %                    10.9  %
Prepayment speeds                                                                                      14.7  %                    13.9  %
Recapture rate                                                                                         16.4  %                    20.0  %
Average life                                                                                         5.1 years                  5.5 years



                                       55

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The following table sets forth the change in the MSRs financing liability and
the related weighted-average key assumptions:
Table 15. MSRs Financing Liability - Rollforward


                                          Three Months Ended September 30,                     Nine Months Ended September 30,
                                             2020                    2019                    2020                          2019
Fair value - beginning of period      $             49          $        43          $                  37       $                     32
Changes in fair value:
Changes in valuation inputs or
assumptions used in the valuation
model                                                3                    9                             21                             28
Other changes in fair value                         (5)                  (5)                          (11)                           (13)
Fair value - end of period            $             47          $        47          $                  47       $                     47

                                                                                      September 30, 2020            September 30, 2019
Weighted-Average Key Assumptions
Advance financing and counterparty fee rates                                                        8.2  %                      8.7     %
Annual advance recovery rates                                                                      20.2  %                     18.7     %



We entered into several sale agreements whereby we sold the right to receive
repayment of servicing advances on private-label servicing advances and the
right to receive a portion of the base fee component on the related MSRs, and
also transferred the obligations to make future advances. These transactions are
recorded as an MSR financing liability in our consolidated balance sheets and
represent the incremental costs relative to the market participant assumptions
contained in the MSR valuation. Changes in the value of the MSR financing
liability are recorded against servicing revenue and interest imputed on the
outstanding liability is recorded as interest expense.

We estimate fair value of the MSR financing liability based on the present value
of future expected discounted cash flows with the discount rate approximating
current market rate for similar financial instruments. The cash flow assumptions
and prepayment assumptions used in the model are based on various factors, with
the key assumptions being advance financing rates and annual advance recovery
rates.

The following table provides an overview of our forward servicing portfolio and
amounts that involve excess spread financing with our co-investment partners for
the periods indicated:
Table 16. Leveraged Portfolio Characteristics


                                                              September 30,         September 30,
                                                                  2020                  2019
Owned forward servicing portfolio - unencumbered             $     85,937          $     89,308
Owned forward servicing portfolio - encumbered                    180,730               217,373
Subserviced forward servicing portfolio and other                 300,855               310,531
Total unpaid principal balance                               $    567,522

$ 617,212





The encumbered forward servicing portfolio consists of residential mortgage
loans included within our excess spread financing transactions and MSR financing
liability. Subserviced and other amounts include (1) loans serviced for others,
(2) residential mortgage loans originated but not yet sold and (3) agency REO
balances for which we own the mortgage servicing rights.

                                       56
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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 17. Reverse Mortgage Portfolio Characteristics


                                     September 30, 2020      September 30, 2019
Loan count                                    151,412                 170,903
Ending unpaid principal balance     $          20,006       $          23,990
Average loan amount(1)              $         132,127       $         140,374
Average coupon                                    2.1  %                  3.8  %
Average borrower age                          80.7 years              80.1 years


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



Historically, we acquired servicing rights and participating interests in
reverse mortgage portfolios. 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 September 30, 2020.




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 three channels:



•Our direct-to-consumer lending channel relies on our call centers, our website,
and mobile apps to interact with customers. Our primary focus is to assist our
customers with a refinance or home purchase by providing them with a needs-based
approach to understanding their current mortgage options.

•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.

•Our wholesale lending channel works with mortgage brokers to source loans which
are underwritten and funded by us in our name. Counterparty risk is mitigated
through quality and compliance monitoring and all brokers are subject to our
eligibility requirements coupled with an annual recertification process. Our
wholesale channel was shut down during the three months ended June 30, 2020 and
subsequently ceased originating loans and funded out the remaining pipeline.
                                       57
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The charts below set forth the pull through adjusted lock volume and funded volume by channel and channel mix ($ in Billions):



                     [[Image Removed: nsm-20200930_g4.jpg]]

                     [[Image Removed: nsm-20200930_g5.jpg]]

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The following tables set forth the results of operations for the Originations
segment:
Table 18. Originations Segment Results of Operations


                                       Three Months Ended September 30,
                                          2020                    2019               $ Change                % Change
Total revenues                     $           632           $       334          $       298                         89  %
Total expenses                                 195                   155                   40                         26  %
Total other income (expenses), net               1                    (1)                   2                       (200) %
Income before income tax expense   $           438           $       178          $       260                        146  %

Originations Margin
Revenue                            $           632           $       334          $       298                         89  %
Pull through adjusted lock volume  $        19,794           $    12,699          $     7,095                         56  %
Revenue as a percentage of pull
through adjusted lock volume(1)               3.19   %              2.63  %              0.56  %                      21  %

Expenses(2)                        $           194           $       156          $        40                         26  %
Funded volume                      $        15,598           $    11,911          $     3,687                         31  %
Expenses as a percentage of funded
volume(3)                                     1.24   %              1.31  %             (0.07) %                      (5) %

Originations Margin                           1.95   %              1.32  %              0.63  %                      48  %



(1)Calculated on pull-through adjusted lock volume as revenue is recognized at
the time of loan lock.
(2)Expenses include total expenses and total other income (expenses), net.
(3)Calculated on funded volume as expenses are incurred based on closing of the
loan.

Income before income tax expense increased during the three months ended
September 30, 2020 as compared to the same period in 2019 primarily due to an
increase in revenues driven by origination volume growth from both the DTC and
correspondent channels. The growth in origination volume was primarily due to
declining interest rates. The Originations Margin during the three months ended
September 30, 2020 increased as compared to the same period in 2019 primarily
due to higher revenue as a percentage of pull through adjusted lock volume
driven by an increase in volume from the DTC channel.

                                       59
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Table 18.1 Originations Segment Results of Operations




                                       Nine Months Ended September 30,
                                          2020                    2019               $ Change                % Change
Total revenues                     $         1,543           $       744          $       799                        107  %
Total expenses                                 528                   404                  124                         31  %
Total other income, net                         14                     1                   13                      1,300  %
Income before income tax expense   $         1,029           $       341          $       688                        202  %

Originations Margin
Revenue                            $         1,543           $       744          $       799                        107  %
Pull through adjusted lock volume  $        44,865           $    29,856          $    15,009                         50  %
Revenue as a percentage of pull
through adjusted lock volume(1)               3.44   %              2.49  %              0.95  %                      38  %

Expenses(2)                        $           514           $       403          $       124                         31  %
Funded volume                      $        38,686           $    27,623          $    11,063                         40  %
Expenses as a percentage of funded
volume(3)                                     1.33   %              1.46  %             (0.13) %                      (9) %

Originations Margin                           2.11   %              1.03  %              1.08  %                     105  %



(1)Calculated on pull-through adjusted lock volume as revenue is recognized at
the time of loan lock.
(2)Expenses include total expenses and total other income, net.
(3)Calculated on funded volume as expenses are incurred based on closing of the
loan.

Income before tax expense increased during the nine months ended September 30,
2020 as compared to the same period in 2019 primarily due to an increase in
revenues driven by origination volume growth predominately in the DTC channel.
In response to the COVID-19 pandemic, we temporarily slowed operations in the
correspondent channel in order to prioritize cash build and de-risk the
pipeline. As the market stabilized post pandemic, we returned to normal
correspondent activity in the third quarter 2020. The growth in origination
volume was due to declining interest rates. The Originations Margin during the
nine months ended September 30, 2020 increased as compared to the same period in
2019 due to higher revenue as a percentage of pull through adjusted lock volume
driven by an increase in volume from the DTC channel.

Originations Segment Revenues



Service related fee, 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.

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 is impacted by fluctuation in interest
rates.

Capitalized servicing rights represents 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.
                                       60
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Total revenues for the Originations segment are set forth in the tables below: Table 19. Originations - Revenues




                                          Three Months Ended September 30,
                                            2020                     2019                  $ Change                  % Change
Service related, net - Originations $         27               $        22             $         5                            23  %
Net gain on mortgage loans held for
sale
Net gain on loans originated and
sold                                         449                       191                     258                           135  %
Capitalized servicing rights                 162                       126                      36                            29  %
Provision for repurchase reserves,
net of release                                (6)                       (5)                     (1)                           20  %
Total net gain on mortgage loans
held for sale                                605                       312                     293                            94  %
Total revenues - Originations       $        632               $       334             $       298                            89  %

Key Metrics
Consumer direct lock pull through
adjusted volume(1)                  $     10,414               $     5,488             $     4,926                            90  %
Other locked pull through adjusted
volume(1)                                  9,380                     7,211                   2,169                            30  %
Total pull through adjusted volume  $     19,794               $    12,699             $     7,095                            56  %
Funded volume                       $     15,598               $    11,911             $     3,687                            31  %
Volume of loans sold                $     15,206               $    12,150             $     3,056                            25  %
Recapture percentage(2)                     24.9       %              24.6     %               0.3     %                       1  %
Refinance recapture percentage(3)           31.2       %              36.9     %              (5.7)    %                     (15) %
Purchase as a percentage of funded
volume                                      16.4       %              39.1     %             (22.7)    %                     (58) %
Value of capitalized servicing on
retained settlements                         133     bps               154   bps               (21)  bps                     (14) %



(1)Pull through adjusted volume represents the expected funding from locks taken
during the period.
(2)Recapture percentage includes both purchase and refinance origination and
payoff activity.
(3)Refinance recapture percentage excludes purchase originations and purchase
payoff activity.

Total revenues increased during the three months ended September 30, 2020
compared to the same period in 2019 primarily driven by the higher origination
volumes in a declining interest rate environment, primarily from the DTC
channel. Total revenue increased $298 or 89% period over period as consumer
direct lock pull through adjusted volume increased 90% during the same period.
There were no material changes for repurchase reserves.

                                       61
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Table 19.1 Originations - Revenues




                                          Nine Months Ended September 30,
                                            2020                     2019                  $ Change                  % Change
Service related, net - Originations $         68               $        57             $        11                            19  %
Net gain on mortgage loans held for
sale
Net gain on loans originated and
sold                                       1,085                       415                     670                           161  %
Capitalized servicing rights                 404                       287                     117                            41  %
Provision for repurchase reserves,
net of release                               (14)                      (15)                      1                            (7) %
Total net gain on mortgage loans
held for sale                              1,475                       687                     788                           115  %
Total revenues - Originations       $      1,543               $       744             $       799                           107  %

Key Metrics
Consumer direct lock pull through
adjusted volume(1)                  $     27,432               $    12,211             $    15,221                           125  %
Other locked pull through adjusted
volume(1)                                 17,433                    17,645                    (212)                           (1) %
Total pull through adjusted volume  $     44,865               $    29,856             $    15,009                            50  %
Funded volume                       $     38,686               $    27,623             $    11,063                            40  %
Volume of loans sold                $     39,633               $    27,474             $    12,159                            44  %
Recapture percentage(2)                     26.5       %              24.8     %               1.7     %                       7  %
Refinance recapture percentage(3)           32.4       %              41.2     %              (8.8)    %                     (21) %
Purchase as a percentage of funded
volume                                      17.8       %              46.7     %             (28.9)    %                     (62) %
Value of capitalized servicing on
retained settlements                         134     bps               149   bps               (15)  bps                     (10) %



(1)Pull through adjusted volume represents the expected funding from locks taken
during the period.
(2)Recapture percentage includes both purchase and refinance origination and
payoff activity.
(3)Refinance recapture percentage excludes purchase originations and purchase
payoff activity.

Total revenues increased during the nine months ended September 30, 2020
compared to the same period in 2019 primarily driven by the higher origination
volumes in a declining interest rate environment, primarily from the DTC
channel. Total revenue increased $799 or 107% period over period as consumer
direct lock pull through adjusted volume increased 125% during the same period.
There were no material changes for repurchase reserves.

The tables below summarize expenses for the Originations segment: Table 20. Originations - Expenses




                                         Three Months Ended September 30,
                                             2020                    2019               $ Change                 % Change
Salaries, wages and benefits         $             140          $       104          $         36                         35  %
General and administrative
Loan origination expenses                           20                   16                     4                         25  %
Corporate and other general and
administrative expenses                             16                   16                     -                          -  %
Marketing and professional service
fees                                                14                   12                     2                         17  %
Depreciation and amortization                        5                    4                     1                         25  %
Loss on impairment of assets                         -                    3                    (3)                      (100) %
Total general and administrative                    55                   51                     4                          8  %
Total expenses - Originations        $             195          $       155          $         40                         26  %



                                       62

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Total expenses during the three months ended September 30, 2020 increased when
compared to the same period in 2019 primarily due to growth in origination
volumes, which was driven by the low interest rate environment. The origination
volume growth contributed to the increase in salaries, wages and benefits, due
to increased compensation and headcount related costs.

Table 20.1 Originations - Expenses




                                          Nine Months Ended September 30,
                                             2020                    2019               $ Change                 % Change
Salaries, wages and benefits         $             377          $       261          $        116                         44  %
General and administrative
Loan origination expenses                           52                   43                     9                         21  %
Corporate and other general and
administrative expenses                             50                   43                     7                         16  %
Marketing and professional service
fees                                                37                   41                    (4)                       (10) %
Depreciation and amortization                       12                   13                    (1)                        (8) %
Loss on impairment of assets                         -                    3                    (3)                      (100) %
Total general and administrative                   151                  143                     8                          6  %
Total expenses - Originations        $             528          $       404          $        124                         31  %



Total expenses during the nine months ended September 30, 2020 increased when
compared to the same period in 2019 primarily due to growth in origination
volumes, which was driven by the low interest rate environment. The origination
volume growth contributed to the increase in salaries, wages and benefits, due
to increased compensation and headcount related costs, and loan origination
expenses. In addition, corporate and other general and administrative expenses
increased during the nine months ended September 30, 2020 primarily driven by
higher outsourcing costs.

The tables below summarize other income (expenses), net, for the Originations
segment:
Table 21. Originations - Other Income (Expenses), Net


                                       Three Months Ended September 30,
                                           2020                    2019               $ Change                 % Change
Interest income                    $           16             $        24          $         (8)                       (33) %
Interest expense                              (15)                    (24)                    9                        (38) %
Other expense, net                              -                      (1)                    1                        100  %
Total other income (expenses), net
- Originations                     $            1             $        (1)         $          2                       (200) %

Weighted average note rate -
mortgage loans held for sale                  3.1     %               4.1  %               (1.0) %                     (24) %
Weighted average cost of funds
(excluding facility fees)                     2.5     %               3.8  %               (1.3) %                     (34) %


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 September 30, 2020 decreased when
compared to the same period in 2019 primarily driven by a lower average note
rate on mortgage loans held for sale, partially offset by higher funded volume.
The decrease in interest income was offset by a decrease in interest expense due
to a lower cost of funds.

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Table 21.1 Originations - Other Income, Net




                                        Nine Months Ended September 30,
                                           2020                    2019               $ Change                 % Change
Interest income                    $           69             $        64          $          5                          8  %
Interest expense                              (55)                    (67)                   12                        (18) %
Other income, net                               -                       4                    (4)                      (100) %
Total other income, net -
Originations                       $           14             $         1          $         13                      1,300  %

Weighted average note rate -
mortgage loans held for sale                  3.4     %               4.4  %               (1.0) %                     (23) %
Weighted average cost of funds
(excluding facility fees)                     2.7     %               4.3  %               (1.6) %                     (37) %



Interest expense during the nine months ended September 30, 2020 decreased when
compared to the same period in 2019 primarily driven by a lower cost of funds.
The decrease in interest expense was partially offset by a decrease in other
income, net. Other income, net, was higher in 2019 due to recognition of
incentives we received related to our financing of certain loans satisfying
certain customer relief characteristics. In September 2018, we entered into a
master repurchase agreement that provided us with incentives to finance mortgage
loans satisfying certain consumer relief characteristics as provided in the
agreement. We recorded $4 in other income, net, related to such incentives
during the nine months ended September 30, 2019. The master repurchase agreement
expired during the third quarter of 2019.


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 is strategically important because it 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 is organized into three divisions: Exchange, Services and Data/Technology.

•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 Services division includes title, escrow, collateral valuation and field
services related to real estate investments or transactions including purchases,
sales, refinances and defaults.

•The Data/Technology division contains a diversified set of businesses that
provide technology solutions to real estate service providers, aggregators, and
a variety of investors. This includes providing aggregation, standardization and
licensing for one of the nation's largest set of MLS, public records and
neighborhood demographic data.

                                       64
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The charts below set forth Xome's total revenues ($ in Millions), Exchange properties sold, and Services completed orders:


                     [[Image Removed: nsm-20200930_g6.jpg]]

[[Image Removed: nsm-20200930_g7.jpg]][[Image Removed: nsm-20200930_g8.jpg]]


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The following tables set forth the results of operations for the Xome segment: Table 22. Xome Segment Results of Operations




                                          Three Months Ended September 30,
                                            2020                     2019                $ Change                 % Change
Xome - Operations
Total revenues                       $          108            $         112          $         (4)                        (4) %
Total expenses                                   94                      101                    (7)                        (7) %
Total other income, net                           1                        3                    (2)                       (67) %
Income before income tax expense     $           15            $          14          $          1                          7  %
Pre-tax margin                                 13.9    %                12.5  %                1.4  %                      11  %

Xome - Revenues
Exchange                             $            6            $          19          $        (13)                       (68) %
Services                                         99                       87                    12                         14  %
Data/Technology                                   3                        6                    (3)                       (50) %
Total revenues - Xome                $          108            $         112          $         (4)                        (4) %

Key Metrics
Exchange properties sold                        860                    2,453                (1,593)                       (65) %
Average Exchange properties under
management                                   15,067                    6,688                 8,379                        125  %
Services completed orders                   422,935                  429,128                (6,193)                        (1) %
Percentage of revenue earned from
third-party customers                          50.1    %                53.4  %               (3.3) %                      (6) %

Xome - Expenses
Salaries, wages and benefits         $           32            $          37          $         (5)                       (14) %
General and administrative
Operational expenses                             57                       60                    (3)                        (5) %
Depreciation and amortization                     5                        4                     1                         25  %
Total general and administrative                 62                       64                    (2)                        (3) %
Total expenses - Xome                $           94            $         101          $         (7)                        (7) %



Income before income tax expense increased during the three months ended
September 30, 2020 as compared to the same period in 2019 primarily due to a
decrease in total expenses, partially offset by lower total revenues. The
decrease in total expenses was due to a decrease in both salaries, wages and
benefits and operational expenses primarily driven by operational efficiencies.
Total revenues decreased during the three months ended September 30, 2020 as
compared to the same period in 2019 primarily due to a decrease in Exchange
revenues attributable to a decrease in defaults and foreclosures nationwide
related to the CARES Act, offset by an increase in Services revenues primarily
driven by originations volume from title services.

                                       66
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                 Table 22.1 Xome Segment Results of Operations


                                            Nine Months Ended September 30,
                                             2020                      2019                 $ Change                 % Change
Xome - Operations
Total revenues                       $            320            $          316          $          4                          1  %
Total expenses                                    285                       301                   (16)                        (5) %
Total other income, net                             3                        14                   (11)                       (79) %
Income before income tax expense     $             38            $           29          $          9                         31  %
Pre-tax margin                                   11.9    %                  9.2  %                2.7  %                      29  %

Xome - Revenues
Exchange                             $             31            $           59          $        (28)                       (47) %
Services                                          278                       240                    38                         16  %
Data/Technology                                    11                        17                    (6)                       (35) %
Total revenues - Xome                $            320            $          316          $          4                          1  %

Key Metrics
Exchange properties sold                        4,165                     7,519                (3,354)                       (45) %
Average Exchange properties under
management                                     16,761                     6,552                10,209                        156  %
Services completed orders                   1,255,643                 1,226,223                29,420                          2  %
Percentage of revenue earned from
third-party customers                            52.7    %                 53.1  %               (0.4) %                      (1) %

Xome - Expenses
Salaries, wages and benefits         $            100            $          111          $        (11)                       (10) %
General and administrative
Operational expenses                              174                       179                    (5)                        (3) %
Depreciation and amortization                      11                        11                     -                          -  %
Total general and administrative                  185                       190                    (5)                        (3) %
Total expenses - Xome                $            285            $          301          $        (16)                        (5) %



Income before income tax expense increased during the nine months ended
September 30, 2020 as compared to the same period in 2019 due to a decrease in
total expenses, partially offset by a decrease in total other income, net. The
decrease in total expenses was primarily due to a decrease in salaries, wages
and benefits driven by operational efficiencies. The decrease in total other
income, net, was due to the change in fair value of the contingent consideration
of $15 recorded in 2019 in connection with the acquisition of AMS. Total
revenues remained relatively flat during the nine months ended September 30,
2020 as compared to the same period in 2019 primarily due to an increase in
Services revenues from higher volumes of units for title and close, and field
services, partially offset by a decrease in Exchange revenues due to the
decrease in defaults and foreclosures nationwide related to the CARES Act.
                                       67
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Corporate/Other

The following tables set forth the selected financial results for Corporate/Other: Table 23. Corporate/Other Selected Financial Results




                                                         Three Months Ended September 30,
                                                       2020                              2019                   $ Change                  % Change
Corporate/Other - Operations
Total expenses                                             43                                  51                     (8)                         (16) %
Interest expense                                           45                                  52                     (7)                         (13) %
Other expense, net                                        (52)                                  -                    (52)                        (100) %



Total expenses decreased in the three months ended September 30, 2020 as
compared to the same period in 2019 primarily due to a decrease in general and
administrative expense. General and administrative expense was higher in the
three months ended September 30, 2019 due to higher legal reserves.
Additionally, depreciation and amortization decreased in the three months ended
September 30, 2020 as compared to the same period in 2019 primarily due to a
decrease in amortization of intangible assets. Partially offsetting the decrease
in total expenses was a $7 loss on impairment of assets in connection with
technology write-offs.

Interest expense decreased in the three months ended September 30, 2020 as
compared to the same period in 2019 primarily due to a decrease in interest
expense on unsecured senior notes as result of the repayment and redemption of
the 2021 and 2022 unsecured senior notes in February 2020 and the 2023 unsecured
senior notes in August 2020. The decrease in total interest expense was
partially offset by the issuance of the 2027 unsecured senior notes in January
2020 and issuance of the 2028 unsecured senior notes in August 2020.

The change in other expense, net, in the three months ended September 30, 2020
as compared to the same period in 2019 was primarily due to the $53 loss on
redemption of the 2023 unsecured senior notes.
Table 23.1 Corporate/Other Selected Financial Results


                                                          Nine Months Ended September 30,
                                                       2020                              2019                   $ Change                  % Change
Corporate/Other - Operations
Total expenses                                            111                                 153                    (42)                         (27) %
Interest expense                                          144                                 162                    (18)                         (11) %
Other (expense) income, net                               (53)                                  5                    (58)                      (1,160) %



Total expenses decreased in the nine months ended September 30, 2020 as compared
to the same period in 2019 primarily due to a decrease in salaries, wages and
benefits, and general and administrative expense. Both salaries, wages and
benefits and general and administrative expense were higher in the nine months
ended September 30, 2019 due to acquisition and integration expenses related to
the Pacific Union acquisition and the Seterus acquisition in February 2019. The
decrease in salaries, wage and benefits and operational expenses were partially
offset by a $7 and $8 loss on impairment of assets in connection with technology
write-offs and an ancillary business in 2020, respectively.

Interest expense decreased in the nine months ended September 30, 2020 as
compared to the same period in 2019 primarily due to a decrease in interest
expense on unsecured senior notes as result of the repayment and redemption of
the 2021 and 2022 unsecured senior notes in February 2020 and the 2023 unsecured
senior notes in August 2020. The decrease in total interest expense was
partially offset by the issuance of the 2027 unsecured senior notes in January
2020 and issuance of the 2028 unsecured senior notes in August 2020.

The change in other (expense) income, net, in the nine months ended September
30, 2020 as compared to the same period in 2019 was primarily due to the $53
loss on redemption of the 2023 unsecured senior notes.
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Liquidity and Capital Resources





We measure liquidity by unrestricted cash and availability of borrowings on our
MSR facilities. Our cash and cash equivalents on hand increased to $946 as of
September 30, 2020 from $329 as of December 31, 2019. We benefited from strong
operating cash flow and repaid $179 of incremental draws from our MSR facilities
that were incurred at the start of the COVID-19 pandemic. During the three
months ended September 30, 2020, we bought back 1.2 million shares of our
outstanding common stocks as part of the $100 stock repurchase program.

During the nine months ended September 30, 2020, operating activities generated
cash totaling $1,878. As of September 30, 2020, total available borrowing
capacity was $11,540, of which $6,677 was unused. As of September 30, 2020, we
had $1,075 collateral pledged against the MSR facilities, of which we could
borrow an additional $394.

The economic impact of the COVID-19 pandemic could result in an increase in
servicing advances and liquidity demands related to the utilization of
forbearance programs offered by the CARES Act. We did see an increase in
forbearance plans during the second quarter of 2020, but the forbearance rate
has subsequently declined. Based on current modeling of expected forbearance
rates within our portfolio, we believe that we are well-positioned to manage an
increase in advances. In April 2020, we expanded our committed advance facility
capacity by $850, including an expansion of capacity for private label advances
for $200. In addition, in August 2020, we entered into a new financing facility
for GNMA MSRs and advances with a capacity of $900, of which $640 was allocated
to advances as of September 30, 2020. With this addition, we expanded our total
advance facility capacity to $2,040 and total unused advance capacity to $1,471
as of September 30, 2020. We believe our facilities will be adequate for our
needs, as we expect increases in advances in the coming quarter due to typical
seasonal trends. We have begun financing GNMA advances with this new financing
facility. For more information on our MSR and advance facilities, see Note 9,
Indebtedness. For non-agency servicing, we are reimbursed for advances
relatively quickly, which should limit growth in balances with even higher
forbearance rates.

In August 2020, we redeemed $950 of our unsecured senior notes, using the net proceeds of the 2028 Notes offering, together with $100 cash on hand. As a result, not only did we bring down funding costs, we extended our liquidity runway until 2026 and have no senior note maturities for almost six years.



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)
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, which continue to increase due to the COVID-19 pandemic; (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) 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.

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Cash Flows
The table below presents the major sources and uses of cash flows:
Table 24. Cash Flows


                                      Nine Months Ended September 30,
                                         2020                  2019               $ Change                 % Change
Net cash attributable to:
Operating activities               $       1,878          $       (28)         $      1,906                     (6,807) %
Investing activities                         (38)                (279)                  241                        (86) %
Financing activities                      (1,277)                 388                (1,665)                      (429) %
Net increase in cash, cash
equivalents, and restricted cash   $         563          $        81          $        482                        595  %



Operating activities
Our operating activities generated cash of $1,878 during the nine months ended
September 30, 2020 compared to cash used of $28 in the same period in 2019. The
change was primarily due to the cash generated from originations activities
primarily driven by higher origination volumes in a low interest rate
environment.

Investing activities
Our investing activities used cash of $38 during the nine months ended September
30, 2020 compared to $279 during the same period in 2019. The decrease in cash
used in investing activities was primarily due to a decrease of $415 in cash
used for the purchase of forward mortgage servicing rights, net of liabilities
incurred. In addition, during the nine months ended September 30, 2019, we used
$85 cash in connection with the Pacific Union and Seterus acquisitions. The
decrease in cash used was partially offset by a decrease in cash generated of
$254 from proceeds on sale of forward mortgage servicing rights.

Financing activities
Our financing activities used cash of $1,277 during the nine months ended
September 30, 2020 compared to cash generated of $388 in the same period in
2019. Contributing to the cash used was the $1,970 change in advance and
warehouse facilities due to a net pay down of $135 in advance and warehouse
facilities during the nine months ended September 30, 2020 compared to a net
increased borrowing of $1,835 in the same period in 2019. Additionally, cash
used in the redemption and repayment of unsecured senior debt and nonrecourse
debt during the nine months ended September 30, 2020 increased $1,657 compared
to the same period in 2019 due to the repayment and redemption of the 2021 and
2022 unsecured senior notes in February 2020 and the 2023 unsecured senior notes
in August 2020. The change in cash used was partially offset by an increase in
cash generated of $1,450 due to the issuance of the 2027 unsecured senior notes
in January 2020 and issuance of the 2028 unsecured senior notes in August 2020.

The cash generated from the issuance of excess spread financing decreased $445
during the nine months ended September 30, 2020 compared to the same period in
2019, as we did not enter into any new excess spread financing deals during
2020. In addition, cash used in participating interest financing decreased $546
in 2020 primarily due to a lower repayment of participating interest financing
in 2020 compared to the same period in 2019. Further, during the nine months
ended September 30, 2019, cash of $294 was used to pay off the notes payable
assumed from the Pacific Union acquisition.


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 September 30, 2020, we
were in compliance with our required financial covenants.

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Seller/Servicer Financial Requirements
We are also subject to net worth, capital ratio and liquidity requirements
established by the Federal Housing Finance Agency ("FHFA") for Fannie Mae and
Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers. In both
cases, these requirements apply to our operating subsidiary, Nationstar Mortgage
LLC. As of September 30, 2020, we were in compliance with our seller/servicer
financial requirements for FHFA and Ginnie Mae.

Minimum Net Worth

The minimum net worth requirement for Fannie Mae and Freddie Mac is defined as follows:



?Base of $2.5 plus 25 basis points of outstanding UPB for total loans serviced.
?Tangible Net Worth comprises of total equity less goodwill, intangible assets,
affiliate receivables and certain pledged assets.

The minimum net worth requirement for Ginnie Mae is defined as follows:



?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 HMBS outstanding obligations.
?Tangible Net Worth is defined as total equity less deferred tax assets,
goodwill, intangible assets, affiliate receivables and certain pledged assets.

Minimum Capital Ratio



?In addition to the minimum net worth requirement, we are also required to hold
a ratio of Tangible Net Worth to Total Assets (excluding HMBS securitizations)
greater than 6%.

Minimum Liquidity

The minimum liquidity requirement for Fannie Mae and Freddie Mac is defined as follows:



?3.5 basis points of total Agency Mortgage Servicing, plus
?Incremental 200 basis points times the sum of the following:
•The total UPB of nonperforming (90 or more days delinquent) Agency Mortgage
Servicing that is not in forbearance, plus
•The total UPB of nonperforming (90 or more days delinquent) Agency Mortgage
Servicing that is in forbearance and which were delinquent at the time it
entered forbearance, plus
•30% of the UPB of nonperforming (90 or more days delinquent) Agency Mortgage
Servicing that is in forbearance and which were current at the time it entered
forbearance
?This liquidity must only be maintained to the extent this sum exceeds 6% of the
total Agency Mortgage Servicing UPB.
?Allowable assets for liquidity may include: cash and cash equivalents
(unrestricted), available for sale or held for trading investment grade
securities (e.g., Agency MBS, Obligations of GSEs, US Treasury Obligations); and
unused/available portion of committed servicing advance lines.

The minimum liquidity requirement for Ginnie Mae is defined as follows:



?Maintain liquid assets equal to the greater of $1 or 10 basis points of our
outstanding single-family MBS.
?Maintain liquid assets equal to at least 20% of our net worth requirement for
HECM MBS.

Secured Debt to Gross Tangible Asset Ratio

Under the Ginnie Mae guide, we are also required to maintain a secured debt to gross tangible asset ratios no greater than 60%.



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.

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In addition, Fannie Mae or Freddie Mac may require capital ratios in excess of stated requirements. Refer to Note 14, Capital Requirements, for additional information.



Table 25. Debt


                                         September 30, 2020       December 31, 2019
Advance facilities principal amount     $               569      $          

422


Warehouse facilities principal amount                 4,028                 

4,416


MSR facilities principal amount                         266                 

160


Unsecured senior principal amount                     2,200                   2,398



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.

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 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
September 30, 2020, unsecuritized borrower draws totaled $56, and our maximum
unfunded advance obligation related to these reverse mortgage loans was $2,304.

Unsecured Senior Notes
In 2018 and 2020, we completed offerings of unsecured senior notes, which mature
on various dates through August 2028. We pay interest semi-annually to the
holders of these notes at interest rates ranging from 5.500% to 9.125%. Refer to
Note 9, Indebtedness, for the contractual maturities of unsecured senior notes.

Contractual Obligations



As of September 30, 2020, 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, 2019 except for the following, in
connection with the issuance of the 2027 and 2028 Notes and redemption of the
2021, 2022 and 2023 Notes during the nine months ended September 30, 2020:

Table 26. Contractual Obligations




                                   Less than 1                                                  More than 5
                                       Year              1-3 Years           3-5 Years             Years              Total
Unsecured senior notes            $         -          $        -          $        -          $    2,200          $  2,200
Interest payment from unsecured
senior notes                              151                 304                 304                 267             1,026
Total                             $       151          $      304          $      304          $    2,467          $  3,226




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Critical Accounting Policies





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 13, Fair Value Measurements, in notes to
consolidated financial statements, business combinations and goodwill, 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 these critical accounting policies on our 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, (iii) the
valuation of the mortgage servicing rights financing liability and (iv) the
valuation of IRLCs and LPCs. For further information on our critical accounting
policies, please refer to the Company's Annual Reports on Form 10-K for the year
ended December 31, 2019. There have been no material changes to our critical
accounting policies since December 31, 2019. During the three months ended March
31, 2020, we updated the policies for reserves related to certain financial
assets that are subject to CECL accounting in connection with adoption of ASU
2016-13. The update did not have material impact on the consolidated financial
statements. See Note 1, Nature of Business and Basis of Presentation, in the
consolidated financial statements which is incorporated herein for details.

Recent Accounting Developments

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



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 public companies for fiscal years beginning
after December 15, 2020, including interim periods, with early adoption of all
amendments in the same period permitted. We are currently assessing the impact
of ASU 2019-12, but do not believe it will have a material impact on our
consolidated financial statements.

Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting
("ASU 2020-04") 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. ASU 2020-04 is
effective March 12, 2020 through December 31, 2022. We are currently assessing
the impact of ASU 2020-04 on our consolidated financial statements.


                               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.
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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 Loan. 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.
Credit-Sensitive Loan. A mortgage loan with certain characteristics such as low
borrower credit quality, relaxed original underwriting standards and high LTV,
which we believe indicates that the mortgage loan presents an elevated credit
risk of borrower default versus payoff.

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.

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.


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.

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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.

Interest-Sensitive Loan. A mortgage loan which is primarily impacted by changes
in forecasted interest rates, which in turn impacts voluntary prepayment speed.
Interest-sensitive loans typically consist of single-family conforming
residential forward mortgage loans serviced for GSEs or other third-party
investors.

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.

Mortgage Servicing Liability ("MSLs"). 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.


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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 the portfolio, or the financing of a customer's new purchase which resulted in the payoff of an existing loan.



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.

Wholesale Originations. A type of mortgage loan origination pursuant to which a
lender acquires refinancing and purchase money mortgage loans from third party
correspondent lenders where the lender funds the loan.

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