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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________________________________
FORM 10-Q

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

For the quarterly period ended March 31, 2021
or

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

For the transition period from _______ to _______
Commission file number: 001-14667
________________________________________________________________________________________________________
Mr. Cooper Group Inc.
(Exact name of registrant as specified in its charter)

Delaware |  | 91-1653725
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
8950 Cypress Waters Blvd, Coppell, TX |  | 75019
(Address of principal executive offices) |  | (Zip Code)
(469) 549-2000
Registrant’s telephone number, including area code

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

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

____________________________________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Number of shares of common stock, $0.01 par value, outstanding as of April 22, 2021 wa s 86,135,281.

Table of Contents
MR. COOPER GROUP INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

|  | Page
PART I | FINANCIAL INFORMATION |
Item 1. | Financial Statements | 3
| Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 | 3
| Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2021 and 2020 | 4
| Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2021 and 2020 | 5
| Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2021 and 2020 | 6
| Notes to Condensed Consolidated Financial Statements (unaudited) | 7
| 1. Nature of Business and Basis of Presentation | 7
| 2. Mortgage Servicing Rights and Related Liabilities | 8
| 3. Advances and Other Receivables | 11
| 4. Reverse Mortgage Interests | 12
| 5. Mortgage Loans Held for Sale | 13
| 6. Loans Subject to Repurchase from Ginnie Mae | 14
| 7. Goodwill and Intangible Assets | 14
| 8. Derivative Financial Instruments | 14
| 9. Indebtedness | 15
| 10. Securitizations and Financings | 18
| 11. Earnings Per Share | 19
| 12. Income Taxes | 19
| 13. Fair Value Measurements | 19
| 14. Capital Requirements | 23
| 15. Commitments and Contingencies | 23
| 16. Segment Information | 25
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 28
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 53
Item 4. | Controls and Procedures | 54
PART II | OTHER INFORMATION |
Item 1. | Legal Proceedings | 55
Item 1A. | Risk Factors | 55
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55
Item 3. | Defaults Upon Senior Securities | 55
Item 4. | Mine Safety Disclosures | 55
Item 5. | Other Information | 55
Item 6. | Exhibits | 56

2

Table of Contents
PART I. Financial Information
Item 1. Financial Statements
MR. COOPER GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions of dollars, except share data)

| March 31, 2021 |  | December 31, 2020
| (unaudited) |  |
Assets |  |  |
Cash and cash equivalents | $ | 674 |  |  | $ | 695 |
Restricted cash | 261 |  |  | 218 |
Mortgage servicing rights, $3,354 and $2,703 at fair value, respectively | 3,359 |  |  | 2,708 |
Advances and other receivables, net of reserves of $206 and $208, respectively | 838 |  |  | 940 |
Reverse mortgage interests, net of purchase discount of $93 and $127, respectively | 5,091 |  |  | 5,253 |
Mortgage loans held for sale at fair value | 6,351 |  |  | 5,720 |
Property and equipment, net of accumulated depreciation of $107 and $96, respectively | 118 |  |  | 116 |
Deferred tax assets, net | 1,228 |  |  | 1,340 |
Other assets | 6,793 |  |  | 7,175 |
Total assets | $ | 24,713 |  |  | $ | 24,165 |
Liabilities and Stockholders’ Equity |  |  |
Unsecured senior notes, net | $ | 2,074 |  |  | $ | 2,074 |
Advance and warehouse facilities, net | 7,379 |  |  | 6,763 |
Payables and other liabilities | 7,140 |  |  | 7,392 |
MSR related liabilities - nonrecourse at fair value | 957 |  |  | 967 |
Mortgage servicing liabilities | 38 |  |  | 41 |
Other nonrecourse debt, net | 4,221 |  |  | 4,424 |
Total liabilities | 21,809 |  |  | 21,661 |
Commitments and contingencies (Note 15) |  |  |
Preferred stock at $0.00001 - 10 million shares authorized, 1.0 million shares issued and outstanding, respectively; aggregate liquidation preference of ten dollars, respectively | — |  |  | — |
Common stock at $0.01 par value - 300 million shares authorized, 93.2 million and 92.0 million shares issued, respectively | 1 |  |  | 1 |
Additional paid-in-capital | 1,113 |  |  | 1,126 |
Retained earnings | 1,995 |  |  | 1,434 |
Treasury shares at cost - 7.1 million and 2.6 million shares, respectively | (206) |  |  | (58) |
Total Mr. Cooper stockholders’ equity | 2,903 |  |  | 2,503 |
Non-controlling interests | 1 |  |  | 1 |
Total stockholders’ equity | 2,904 |  |  | 2,504 |
Total liabilities and stockholders’ equity | $ | 24,713 |  |  | $ | 24,165 |

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).
3

Table of Contents
MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(millions of dollars, except for earnings per share data)

| Three Months Ended March 31, |  |
| 2021 |  | 2020 |  |  |  |
Revenues: |  |  |  |  |  |  |
Service related, net | $ | 588 |  |  | $ | (53) |  |  |  |  |
Net gain on mortgage loans held for sale | 679 |  |  | 331 |  |  |  |  |
Total revenues | 1,267 |  |  | 278 |  |  |  |  |
Expenses: |  |  |  |  |  |  |
Salaries, wages and benefits | 285 |  |  | 246 |  |  |  |  |
General and administrative | 184 |  |  | 198 |  |  |  |  |
Total expenses | 469 |  |  | 444 |  |  |  |  |
Interest income | 89 |  |  | 118 |  |  |  |  |
Interest expense | (159) |  |  | (192) |  |  |  |  |
Other income, net | — |  |  | 1 |  |  |  |  |
Total other expenses, net | (70) |  |  | (73) |  |  |  |  |
Income (loss) before income tax expense (benefit) | 728 |  |  | (239) |  |  |  |  |
Less: Income tax expense (benefit) | 167 |  |  | (68) |  |  |  |  |
Net income (loss) | 561 |  |  | (171) |  |  |  |  |
Less: Net loss attributable to non-controlling interests | — |  |  | (3) |  |  |  |  |
Net income (loss) attributable to Mr. Cooper | 561 |  |  | (168) |  |  |  |  |
Less: Undistributed earnings attributable to participating stockholders | 5 |  |  | — |  |  |  |  |
Net income (loss) attributable to common stockholders | $ | 556 |  |  | $ | (168) |  |  |  |  |
Net income (loss) per common share attributable to Mr. Cooper: |  |  |  |  |  |  |
Basic | $ | 6.22 |  |  | $ | (1.84) |  |  |  |  |
Diluted | $ | 5.92 |  |  | $ | (1.84) |  |  |  |  |

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).
4

Table of Contents
MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(millions of dollars, except share data)

|  | Preferred Stock |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Shares (in thousands) |  | Amount |  | Shares (in thousands) |  | Amount |  | Additional Paid-in Capital |  | Retained Earnings |  | Treasury Share Amount |  | Total Mr. Cooper Stockholders’ Equity |  | Non-controlling Interests |  | Total Stockholders’ Equity
Balance at January 1, 2020 |  | 1,000 |  |  | $ | — |  |  | 91,118 |  |  | $ | 1 |  |  | $ | 1,109 |  |  | $ | 1,122 |  |  | $ | — |  |  | $ | 2,232 |  |  | $ | (1) |  |  | $ | 2,231 |
Shares issued / (surrendered) under incentive compensation plan |  | — |  |  | — |  |  | 852 |  |  | — |  |  | (5) |  |  | — |  |  | — |  |  | (5) |  |  | — |  |  | (5) |
Share-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 4 |  |  | — |  |  | — |  |  | 4 |  |  | — |  |  | 4 |
Cumulative effect adjustments pursuant to the adoption of CECL-related accounting guidance |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 7 |  |  | — |  |  | 7 |  |  | — |  |  | 7 |
Net loss |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (168) |  |  | — |  |  | (168) |  |  | (3) |  |  | (171) |
Balance at March 31, 2020 |  | 1,000 |  |  | $ | — |  |  | 91,970 |  |  | $ | 1 |  |  | $ | 1,108 |  |  | $ | 961 |  |  | $ | — |  |  | $ | 2,070 |  |  | $ | (4) |  |  | $ | 2,066 |
Balance at January 1, 2021 |  | 1,000 |  |  | $ | — |  |  | 89,457 |  |  | $ | 1 |  |  | $ | 1,126 |  |  | $ | 1,434 |  |  | $ | (58) |  |  | $ | 2,503 |  |  | $ | 1 |  |  | $ | 2,504 |
Shares issued / (surrendered) under incentive compensation plan |  | — |  |  | — |  |  | 1,183 |  |  | — |  |  | (19) |  |  | — |  |  | — |  |  | (19) |  |  | — |  |  | (19) |
Share-based compensation |  | — |  |  | — |  |  | — |  |  | — |  |  | 6 |  |  | — |  |  | — |  |  | 6 |  |  | — |  |  | 6 |
Repurchase of common stock |  | — |  |  | — |  |  | (4,505) |  |  | — |  |  | — |  |  | — |  |  | (148) |  |  | (148) |  |  | — |  |  | (148) |
Net income |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 561 |  |  | — |  |  | 561 |  |  | — |  |  | 561 |
Balance at March 31, 2021 |  | 1,000 |  |  | $ | — |  |  | 86,135 |  |  | $ | 1 |  |  | $ | 1,113 |  |  | $ | 1,995 |  |  | $ | (206) |  |  | $ | 2,903 |  |  | $ | 1 |  |  | $ | 2,904 |

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).
5

Table of Contents
MR. COOPER GROUP INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)

| Three Months Ended March 31, |  |
| 2021 |  | 2020 |  |
Operating Activities |  |  |  |  |
Net income (loss) | $ | 561 |  |  | $ | (171) |  |  |
Adjustments to reconcile net income (loss) to net cash attributable to operating activities: |  |  |  |  |
Deferred tax expense (benefit) | 112 |  |  | (68) |  |  |
Net gain on mortgage loans held for sale | (679) |  |  | (331) |  |  |
Interest income on participating interests in reverse mortgages | (40) |  |  | (62) |  |  |
Provision for servicing and non-servicing reserves | 13 |  |  | 8 |  |  |
Fair value changes and amortization/accretion of mortgage servicing rights/liabilities | (301) |  |  | 526 |  |  |
Fair value changes in MSR related liabilities | 31 |  |  | (29) |  |  |
Depreciation and amortization for property and equipment and intangible assets | 16 |  |  | 19 |  |  |
Other operating activities | 13 |  |  | 34 |  |  |
Repurchases of forward loan assets out of Ginnie Mae securitizations | (2,255) |  |  | (919) |  |  |
Mortgage loans originated and purchased for sale, net of fees | (25,214) |  |  | (12,375) |  |  |
Sales proceeds and loan payment proceeds for mortgage loans held for sale | 27,152 |  |  | 13,724 |  |  |
Changes in assets and liabilities: |  |  |  |  |
Advances and other receivables | 91 |  |  | 300 |  |  |
Reverse mortgage interests | 220 |  |  | 400 |  |  |
Other assets | 70 |  |  | 111 |  |  |
Payables and other liabilities | 134 |  |  | (457) |  |  |
Net cash attributable to operating activities | (76) |  |  | 710 |  |  |
Investing Activities |  |  |  |  |
Property and equipment additions, net of disposals | (14) |  |  | (12) |  |  |
Purchase of forward mortgage servicing rights | (69) |  |  | (27) |  |  |
Proceeds on sale of forward mortgage servicing rights | 1 |  |  | 43 |  |  |
Net cash attributable to investing activities | (82) |  |  | 4 |  |  |
Financing Activities |  |  |  |  |
Increase in advance and warehouse facilities | 613 |  |  | 43 |  |  |
Repayment of HECM securitizations | (37) |  |  | (99) |  |  |
Proceeds from issuance of participating interest financing in reverse mortgage interests | 34 |  |  | 55 |  |  |
Repayment of participating interest financing in reverse mortgage interests | (219) |  |  | (330) |  |  |
Proceeds from the issuance of excess spread financing | — |  |  | 24 |  |  |
Settlements and repayments of excess spread financing | (41) |  |  | (58) |  |  |
Issuance of unsecured senior notes | — |  |  | 600 |  |  |
Redemption and repayment of unsecured senior notes | — |  |  | (698) |  |  |
Repurchase of common stock | (148) |  |  | — |  |  |
Other financing activities | (22) |  |  | (18) |  |  |
Net cash attributable to financing activities | 180 |  |  | (481) |  |  |
Net increase in cash, cash equivalents, and restricted cash | 22 |  |  | 233 |  |  |
Cash, cash equivalents, and restricted cash - beginning of period | 913 |  |  | 612 |  |  |
Cash, cash equivalents, and restricted cash - end of period(1) | $ | 935 |  |  | $ | 845 |  |  |

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

| March 31, 2021 |  | March 31, 2020
Cash and cash equivalents | $ | 674 |  |  | $ | 579 |
Restricted cash | 261 |  |  | 266 |
Total cash, cash equivalents, and restricted cash | $ | 935 |  |  | $ | 845 |

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).
6

Table of Con tents
MR COOPER GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(millions of dollars, unless otherwise stated)
1. Nature of Business and Basis of Presentation
Nature of Business
Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper® and Xome®. Mr. Cooper is one of the largest home loan originators and servicers in the country focused on delivering a variety of servicing and lending products, services and technologies. Xome provides technology and data enhanced solutions to homebuyers, home sellers, real estate agents and mortgage companies. The Company’s corporate website is located at www.mrcoopergroup.com. The Company has provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-Q.
On March 12, 2021, the Company entered into a Stock Purchase Agreement with Blend Labs, Inc. (“Blend Labs”), a Delaware corporation, pursuant to which Blend Labs will acquire the title business of the Company for a purchase price of $500, consisting of $450 in cash, subject to certain adjustments specified therein, and a retained interest of 9.9% for the Company (the “Title Transaction”). Pursuant the Stock Purchase Agreement, all cash generated, subject to certain adjustments, between March 13, 2021 and the closing date of the Title Transaction will be held for the benefit of Blend Labs. No gain or loss on the Title Transaction has been or will be recorded until the closing date, which is anticipated to be in the second quarter of 2021. The carrying amounts of assets and liabilities associated with the title business are not material to the condensed consolidated balance sheets and are reported under the Xome segment.
Basis of Presentation
The consolidated interim financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2020.
The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.
Basis of Consolidation
The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. Investments in certain companies over which the Company does not exert significant influence are accounted for as cost method investments. Intercompany balances and transactions on consolidated entities have been eliminated.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific borrowers, uncertainties in the economy from the COVID-19 pandemic, and such differences could be material.
7

Table of Contents
Recent Accounting Guidance Adopted
Accounting Standards Update 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU 2019-12”) simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 including elimination of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items such as other comprehensive income. ASU 2019-12 also clarifies and amends certain guidance in Topic 740. ASU 2019-12 is effective for the Company on January 1, 2021. The adoption of the standard did not have a material impact to the Company’s condensed consolidated financial statements.
2. Mortgage Servicing Rights and Related Liabilities
The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities. In estimating the fair value of all mortgage servicing rights and related liabilities, the impact of the COVID-19 pandemic was considered in the determination of key assumptions.

MSRs and Related Liabilities | March 31, 2021 |  | December 31, 2020
Forward MSRs - fair value | $ | 3,354 |  |  | $ | 2,703 |
Reverse MSRs - amortized cost | 5 |  |  | 5 |
Mortgage servicing rights | $ | 3,359 |  |  | $ | 2,708 |
Mortgage servicing liabilities - amortized cost | $ | 38 |  |  | $ | 41 |
Excess spread financing - fair value | $ | 934 |  |  | $ | 934 |
Mortgage servicing rights financing - fair value | 23 |  |  | 33 |
MSR related liabilities - nonrecourse at fair value | $ | 957 |  |  | $ | 967 |

Forward Mortgage Servicing Rights
The following table sets forth the activities of forward MSRs:

| Three Months Ended March 31, |  |  |
Forward MSRs - Fair Value | 2021 |  | 2020 |  |  |
Fair value - beginning of period | $ | 2,703 |  |  | $ | 3,496 |  |  |  |
Additions: |  |  |  |  |  |
Servicing retained from mortgage loans sold | 288 |  |  | 123 |  |  |  |
Purchases of servicing rights | 67 |  |  | 24 |  |  |  |
Dispositions: |  |  |  |  |  |
Sales of servicing assets | (2) |  |  | — |  |  |  |
Changes in fair value: |  |  |  |  |  |
Changes in valuation inputs or assumptions used in the valuation model | 510 |  |  | (401) |  |  |  |
Other changes in fair value | (212) |  |  | (133) |  |  |  |
Fair value - end of period | $ | 3,354 |  |  | $ | 3,109 |  |  |  |

During the three months ended March 31, 2021 and 2020, the Company sold $50 and $40 in unpaid principal balance (“UPB”) of forward MSRs, of which none were retained by the Company as subservicer, respectively.
MSRs measured at fair value are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors primarily consist of government sponsored enterprises (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and the Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”), and the Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Non-agency investors consist of investors in private-label securitizations.
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The following table provides a breakdown of UPB and fair value for the Company’s forward MSRs:

| March 31, 2021 |  | December 31, 2020
Forward MSRs - UPB and Fair Value Breakdown | UPB |  | Fair Value |  | UPB |  | Fair Value
Investor Pools |  |  |  |  |  |  |
Agency | $ | 234,589 |  |  | $ | 2,965 |  |  | $ | 227,136 |  |  | $ | 2,305 |
Non-agency | 41,439 |  |  | 389 |  |  | 44,053 |  |  | 398 |
Total | $ | 276,028 |  |  | $ | 3,354 |  |  | $ | 271,189 |  |  | $ | 2,703 |

Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of forward MSRs.
The following table shows the hypothetical effect on the fair value of the Company’s forward MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:

| Discount Rate |  | Total Prepayment Speeds |  | Cost to Service per Loan
Forward MSRs - Hypothetical Sensitivities | 100 bps Adverse Change |  | 200 bps Adverse Change |  | 10% Adverse Change |  | 20% Adverse Change |  | 10% Adverse Change |  | 20% Adverse Change
March 31, 2021 |  |  |  |  |  |  |  |  |  |  |
Mortgage servicing rights | $ | (142) |  |  | $ | (273) |  |  | $ | (187) |  |  | $ | (360) |  |  | $ | (49) |  |  | $ | (99) |
December 31, 2020 |  |  |  |  |  |  |  |  |  |  |
Mortgage servicing rights | $ | (100) |  |  | $ | (192) |  |  | $ | (181) |  |  | $ | (347) |  |  | $ | (45) |  |  | $ | (89) |

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.
Reverse Mortgage Servicing Rights and Liabilities - Amortized Cost
The Company services certain Home Equity Conversion Mortgage (“HECM”) reverse mortgage loans with an unpaid principal balance of $17,269 and $18,091 as of March 31, 2021 and December 31, 2020, respectively. The following table sets forth the activities of reverse MSRs and mortgage servicing liabilities (“MSL”):

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

Management evaluates reverse MSRs and MSLs each reporting period for impairment. Based on management’s assessment at March 31, 2021, no impairment or increased obligation was recorded.
Excess Spread Financing - Fair Value
The Company had excess spread financing liability of $934 as of March 31, 2021 and December 31, 2020. Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in the valuation of excess spread financing.
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The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:

| Discount Rate |  | Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities | 100 bps Adverse Change |  | 200 bps Adverse Change |  | 10% Adverse Change |  | 20% Adverse Change
March 31, 2021 |  |  |  |  |  |  |
Excess spread financing | $ | 33 |  |  | $ | 68 |  |  | $ | 36 |  |  | $ | 75 |
December 31, 2020 |  |  |  |  |  |  |
Excess spread financing | $ | 30 |  |  | $ | 62 |  |  | $ | 41 |  |  | $ | 84 |

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing.
Mortgage Servicing Rights Financing - Fair Value
The Company had MSR financing liability of $23 and $33 as of March 31, 2021 and December 31, 2020, respectively. Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in the valuation of the MSR financing liability.
Servicing Segment Revenues
The following table sets forth the items comprising total revenues for the Servicing segment:

| Three Months Ended March 31, |  |
Total Revenues - Servicing | 2021 |  | 2020 |  |  |  |
Contractually specified servicing fees(1) | $ | 276 |  |  | $ | 297 |  |  |  |  |
Other service-related income(1) | 145 |  |  | 49 |  |  |  |  |
Incentive and modification income(1) | 14 |  |  | 10 |  |  |  |  |
Late fees(1) | 18 |  |  | 27 |  |  |  |  |
Reverse servicing fees | 5 |  |  | 6 |  |  |  |  |
Mark-to-market adjustments(2) | 354 |  |  | (383) |  |  |  |  |
Counterparty revenue share(3) | (83) |  |  | (76) |  |  |  |  |
Amortization, net of accretion(4) | (153) |  |  | (76) |  |  |  |  |
Total revenues - Servicing | $ | 576 |  |  | $ | (146) |  |  |  |  |

(1)The Company recognizes revenue on an earned basis for services performed. Amounts include subservicing related revenues.
(2)Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $12 and $10 during the three months ended March 31, 2021 and 2020, respectively.
(3)Counterparty revenue share represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements and the payments made associated with MSR financing arrangements.
(4)Amortization is net of excess spread accretion of $76 and $68 and MSL accretion of $3 and $8 during the three months ended March 31, 2021 and 2020, respectively.
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3. Advances and Other Receivables
Advances and other receivables, net, consists of the following:

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

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

| Three Months Ended March 31,
Reserves for Advances and Other Receivables | 2021 |  | 2020
Balance - beginning of period | $ | 208 |  |  | $ | 168 |
Provision and other additions(1) | 15 |  |  | 30 |
Write-offs | (17) |  |  | (5) |
Balance - end of period | $ | 206 |  |  | $ | 193 |

(1)The Company recorded a provision of $12 and $10 through the MTM adjustments in revenues - service related, net, in the unaudited condensed consolidated statements of operations during the three months ended March 31, 2021 and 2020, respectively, for inactive and liquidated l oans that are no longer part of the MSR portfolio. Other additions represent reclassifications of required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.
Purchase Discount for Advances and Other Receivables
The following tables set forth the activities of the purchase discounts for advances and other receivables:

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

Credit Loss for Advances and Other Receivables
During the three months ended March 31, 2021 and 2020, the Company increased the current expected credit loss (“CECL”) reserve by $1 and $6, respectively. As of March 31, 2021, the total CECL reserve was $39, of which $22 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively. As of March 31, 2020, the total CECL reserve was $23, of which $6 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively.
The Company determined that the credit-related risk associated with applicable financial instruments typically increase with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time o f 39 months. An y projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required.
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4. Reverse Mortgage Interests
Reverse mortgage interests, net, consists of the following:

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

Participating Interests in HMBS
The Company does not originate reverse mortgages, but during the three months ended March 31, 2021 and 2020, a total of $33 and $52 in UPB associated with new draws on existing loans was transferred to GNMA and securitized by the Company, respectively.
Other Interests Securitized
The reverse mortgage interests under other interest securitized have been transferred to private securitization trusts and are accounted for as a secured borrowing. No such securitization occurred during the three months ended March 31, 2021 and 2020.
Unsecuritized Interests
Unsecuritized interests in reverse mortgages consist of the following:

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

(1)HECM related receivables consist primarily of receivables from FNMA for corporate advances and service fees and claims receivables from the U.S. Department of Housing and Urban Development (“HUD”) on reverse mortgage interests.
The Company repurchased a total of $216 and $383 of HECM loans out of GNMA HMBS securitizations during the three months ended March 31, 2021 and 2020, respectively, of which $66 and $103 were subsequently assigned to a third party in accordance with applicable servicing agreements, respectively. To the extent a loan is not subject to applicable servicing agreements and assigned to a third party, the loan is either subject to assignment to HUD, per contractual obligations with GNMA, liquidated via a payoff from the borrower or liquidated via a foreclosure according to the terms of the underlying mortgage. The Company assigned a total of $137 and $266 of HECM loans to HUD during the three months ended March 31, 2021 and 2020, respectively.
Purchase Discount, net, for Reverse Mortgage Interests
The following table sets forth the activities of the purchase discounts, net, for reverse mortgage interests:

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

(1)Net position as certain items are in a premium/(discount) position, based on the characteristics of underlying tranches of loans.
(2)Utilization of purchase discounts on liquidated loans, for which the remaining receivable was written off.
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Credit Loss for Reverse Mortgage Interests
The Company determined that credit-related losses are immaterial given the government insured nature of the HECM loan product. Any expected credit-related losses are contemplated in the Company’s existing reserve methodology due to the nature of this financial instrument. Accordingly, no cumulative effect adjustment was required upon adoption of CECL related accounting guidance on January 1, 2020 and no additional CECL reserve was recorded as of March 31, 2021 and 2020.
The credit-risk characteristics of reverse mortgage interests do not vary with time as the financial instruments have no contractual life or financial profile as the primary counterparty is the government agency insuring the loans.
Reverse Mortgage Interest Income
Total interest earned on the Company’s participating interest in reverse mortgages wa s $40 a nd $62 during the three months ended March 31, 2021 and 2020, respectively.
5. Mortgage Loans Held for Sale
Mortgage loans held for sale are recorded at fair value as set forth below:

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

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

| Three Months Ended March 31,
Mortgage Loans Held for Sale | 2021 |  | 2020
Balance - beginning of period | $ | 5,720 |  |  | $ | 4,077 |
Loans sold | (26,734) |  |  | (13,510) |
Mortgage loans originated and purchased, net of fees | 25,214 |  |  | 12,375 |
Repurchase of loans out of Ginnie Mae securitizations | 2,255 |  |  | 919 |
Net change in unrealized (loss) gain on loans held for sale | (105) |  |  | 61 |
Net transfers of mortgage loans held for sale(1) | 1 |  |  | — |
Balance - end of period | $ | 6,351 |  |  | $ | 3,922 |

(1)Amount reflects transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.
During the three months ended March 31, 2021 and 2020, the Company received proceeds of $27,152 and $13,724, respectively, on the sale of mortgage loans held for sale, resulting in gains of $418 and $214, respectively.
The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:

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

(1)Non-accrual UPB includes $48 of UPB related to Ginnie Mae repurchased loans as of March 31, 2021 and December 31, 2020.
The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was $18 and $20 as of March 31, 2021 and December 31, 2020, respectively.
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6. Loans Subject to Repurchase from Ginnie Mae
Forward loans are sold to Ginnie Mae in conjunction with the issuance of mortgage backed securities. The Company, as the issuer of the mortgage backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from borrowers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repur chase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of $5,816 and $6,159 as of March 31, 2021 and December 31, 2020, respectively, which are included in both other assets and payables and other liabilities in the condensed consolidated balance sheets. Loans subject to repurchase from Ginnie Mae as of March 31, 2021 and December 31, 2020 include $5,557 and $5,879 loans in forbearance related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), respectively, whereby no payments have been received from borrowers for greater than 90 days.
7. Goodwill and Intangible Assets
The Company had goodwill of $120 as of March 31, 2021 and December 31, 2020. The Company had intangible assets of $30 and $34 as of March 31, 2021 and December 31, 2020, respectively. Goodwill and intangible assets are included in other assets within the condensed consolidated balance sheets.
8. Derivative Financial Instruments
Derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to originations. Derivative instruments utilized by the Company primarily include interest rate lock commitments (“IRLCs”), loan purchase commitments (“LPCs”), forward Mortgage Backed Securities (“MBS”) purchase commitments, Eurodollar and Treasury futures and interest rate swap agreements.
The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments:

|  |  | March 31, 2021 |  |  |  | Three Months Ended March 31, 2021
Derivative Financial Instruments | Expiration Dates |  | Outstanding Notional |  | Fair Value |  |  |  | Gains/(Losses)
Assets |  |  |  |  |  |  |  |  |
Mortgage loans held for sale |  |  |  |  |  |  |  |  |
Loan sale commitments | 2021 |  | $ | 2,341 |  |  | $ | 42 |  |  |  |  | $ | (60) |
Derivative financial instruments |  |  |  |  |  |  |  |  |
IRLCs | 2021 |  | 8,950 |  |  | 232 |  |  |  |  | (182) |
LPCs | 2021 |  | 1,165 |  |  | 8 |  |  |  |  | (30) |
Forward MBS trades | 2021 |  | 22,566 |  |  | 286 |  |  |  |  | 249 |
Total derivative financial instruments - assets |  |  | $ | 32,681 |  |  | $ | 526 |  |  |  |  | $ | 37 |
Liabilities |  |  |  |  |  |  |  |  |
Derivative financial instruments |  |  |  |  |  |  |  |  |
IRLCs | 2021 |  | $ | 240 |  |  | $ | 1 |  |  |  |  | $ | 1 |
LPCs | 2021 |  | 3,974 |  |  | 38 |  |  |  |  | 37 |
Forward MBS trades | 2021 |  | 6,341 |  |  | 76 |  |  |  |  | (80) |
Swap futures | 2021 |  | 60 |  |  | 1 |  |  |  |  | 1 |
Total derivative financial instruments - liabilities |  |  | $ | 10,615 |  |  | $ | 116 |  |  |  |  | $ | (41) |

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|  |  | March 31, 2020 |  | Three Months Ended March 31, 2020
Derivative Financial Instruments | Expiration Dates |  | Outstanding Notional |  | Fair Value |  | Gains/(Losses)
Assets |  |  |  |  |  |  |
Mortgage loans held for sale |  |  |  |  |  |  |
Loan sale commitments | 2020 |  | $ | 2,598 |  |  | $ | 111 |  |  | $ | 79 |
Derivative financial instruments |  |  |  |  |  |  |
IRLCs | 2020 |  | 6,923 |  |  | 263 |  |  | 128 |
LPCs | 2020 |  | 834 |  |  | 25 |  |  | 13 |
Forward MBS trades | 2020 |  | 886 |  |  | 6 |  |  | — |
Eurodollar futures | 2020-2021 |  | 6 |  |  | — |  |  | — |
Total derivative financial instruments - assets |  |  | $ | 8,649 |  |  | $ | 294 |  |  | $ | 141 |
Liabilities |  |  |  |  |  |  |
Derivative financial instruments |  |  |  |  |  |  |
IRLCs | 2020 |  | $ | 22 |  |  | $ | — |  |  | $ | — |
LPCs | 2020 |  | 10 |  |  | — |  |  | (3) |
Forward MBS trades | 2020 |  | 10,229 |  |  | 223 |  |  | 211 |
Eurodollar futures | 2020-2021 |  | 6 |  |  | — |  |  | — |
Total derivative financial instruments - liabilities |  |  | $ | 10,267 |  |  | $ | 223 |  |  | $ | 208 |

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

|  |  |  |  |  |  |  |  |  | March 31, 2021 |  | December 31, 2020
|  | Interest Rate |  | Maturity Date |  | Collateral |  | Capacity Amount |  | Outstanding |  | Collateral Pledged |  | Outstanding |  | Collateral Pledged
Advance Facilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$875 advance facility |  | CP+2.0% to 6.5% |  | January 2022 |  | Servicing advance receivables |  | $ | 875 |  |  | $ | 140 |  |  | $ | 165 |  |  | $ | 168 |  |  | $ | 195 |
$640 advance facility(1) |  | LIBOR+3.9% |  | August 2022 |  | Servicing advance receivables |  | 640 |  |  | 231 |  |  | 299 |  |  | 235 |  |  | 305 |
$425 advance facility |  | LIBOR+1.6% to 6.5% |  | October 2021 |  | Servicing advance receivables |  | 425 |  |  | 197 |  |  | 250 |  |  | 192 |  |  | 246 |
$100 advance facility |  | LIBOR+2.5% |  | January 2022 |  | Servicing advance receivables |  | 100 |  |  | 70 |  |  | 92 |  |  | 74 |  |  | 98 |
Advance facilities principal amount |  |  |  |  |  | 638 |  |  | 806 |  |  | 669 |  |  | 844 |
Warehouse Facilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$2,500 warehouse facility(2) |  | LIBOR+1.6% to 1.9% |  | October 2021 |  | Mortgage loans or MBS |  | 2,500 |  |  | 1,442 |  |  | 1,495 |  |  | 1,003 |  |  | 1,037 |
$2,000 warehouse facility |  | LIBOR+1.6% to 2.0% |  | February 2023 |  | Mortgage loans or MBS |  | 2,000 |  |  | 940 |  |  | 1,055 |  |  | 339 |  |  | 392 |
$1,500 warehouse facility |  | LIBOR+1.5% |  | June 2021 |  | Mortgage loans or MBS |  | 1,500 |  |  | 867 |  |  | 838 |  |  | 1,081 |  |  | 1,028 |
$1,350 warehouse facility(3) |  | LIBOR+1.7% to 3.9% |  | September 2022 |  | Mortgage loans or MBS |  | 1,350 |  |  | 918 |  |  | 990 |  |  | 1,067 |  |  | 1,128 |

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

(1)Total capacity for this facility is $900, of which $640 is internally allocated for advance financing and $260 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations.
(2)The capacity amount for this warehouse facility increased from $1,500 to $2,500 in 2021.
(3)Total capacity amount for this facility is $1,500, of which $150 is a sublimit for MSR financing.
(4)The capacity amount for this warehouse facility decreased from $40 to $30 in 2021.
Unsecured Senior Notes
Unsecured senior notes consist of the following:

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

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The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. No notes were repurchased or redeemed during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company repaid $100 in principal of outstanding notes. Additionally, the Company redeemed $598 in principal of outstanding notes during the three months ended March 31, 2020, resulting in a gain of $1.
As of March 31, 2021, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:

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

Other Nonrecourse Debt
Other nonrecourse debt consists of the following:

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

(1)Amounts represent the Company’s participating interest in GNMA HMBS securitized portfolios.
Financial Covenants
The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at the Company’s operating subsidiary, Nationstar Mortgage LLC. The Company was in compliance with its required financial covenants as of March 31, 2021.
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10. Securitizations and Financings
Variable Interest Entities
In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets.
The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities. Also, the Company consolidated certain reverse mortgage SPEs as it is the primary beneficiary of each of these entities. These SPEs include the Nationstar HECM Loan Trusts.
A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:

| March 31, 2021 |  | December 31, 2020
Consolidated Transactions with VIEs | Transfers Accounted for as Secured Borrowings |  | Reverse Secured Borrowings |  | Transfers Accounted for as Secured Borrowings |  | Reverse Secured Borrowings
Assets |  |  |  |  |  |  |
Restricted cash | $ | 80 |  |  | $ | 27 |  |  | $ | 47 |  |  | $ | 23 |
Advances and other receivables, net | 415 |  |  | — |  |  | 441 |  |  | — |
Reverse mortgage interests, net(1) | — |  |  | 4,159 |  |  | — |  |  | 4,356 |
Total assets | $ | 495 |  |  | $ | 4,186 |  |  | $ | 488 |  |  | $ | 4,379 |
Liabilities |  |  |  |  |  |  |
Advance facilities(2) | $ | 337 |  |  | $ | — |  |  | $ | 358 |  |  | $ | — |
Payables and other liabilities | — |  |  | — |  |  | 1 |  |  | — |
Participating interest financing | — |  |  | 3,306 |  |  | — |  |  | 3,473 |
HECM Securitizations (HMBS) |  |  |  |  |  |  |
Trust 2020-1 | — |  |  | 471 |  |  | — |  |  | 490 |
Trust 2019-2 | — |  |  | 232 |  |  | — |  |  | 241 |
Trust 2019-1 | — |  |  | 203 |  |  | — |  |  | 212 |
Total liabilities | $ | 337 |  |  | $ | 4,212 |  |  | $ | 359 |  |  | $ | 4,416 |

(1)Amounts include net purchase discount of $53 a nd $61 as of March 31, 2021 and December 31, 2020, respectively.
(2)Refer to advance facilities in Note 9, Indebtedness, for additional information.
The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:

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

The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of March 31, 2021 and December 31, 2020 and therefore does not have a significant maximum exposure to loss related to these unconsolidated VIEs.
A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

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

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

| Three Months Ended March 31, |  |
Computation of Earnings Per Share | 2021 |  | 2020 |  |  |  |
Net income (loss) attributable to Mr. Cooper | $ | 561 |  |  | $ | (168) |  |  |  |  |
Less: Undistributed earnings attributable to participating stockholders | 5 |  |  | — |  |  |  |  |
Net income (loss) attributable to common stockholders | $ | 556 |  |  | $ | (168) |  |  |  |  |
Net income (loss) per common share attributable to Mr. Cooper: |  |  |  |  |  |  |
Basic | $ | 6.22 |  |  | $ | (1.84) |  |  |  |  |
Diluted | $ | 5.92 |  |  | $ | (1.84) |  |  |  |  |
Weighted average shares of common stock outstanding (in thousands): |  |  |  |  |  |  |
Basic | 89,458 |  |  | 91,385 |  |  |  |  |
Dilutive effect of stock awards(1) | 3,590 |  |  | — |  |  |  |  |
Dilutive effect of participating securities(1) | 839 |  |  | — |  |  |  |  |
Diluted | 93,887 |  |  | 91,385 |  |  |  |  |

(1)For periods with net loss, the Company excluded potential common shares from the computation of diluted EPS because inclusion would be antidilutive.
12. Income Taxes
For the three months ended March 31, 2021, the effective tax rate, based on whole numbers, was 22.9% whic h differed from the statutory federal rate of 21% primarily due to state income taxes, as well as unfavorable permanent differences including executive compensation disallowed under Internal Revenue Code Section 162(m). The effective tax rate decreased during the three months ended March 31, 2021 compared to the same period in 2020, primarily due to quarterly discrete tax items related to the excess tax benefit from stock-based compensation and the recognition of a deferred tax asset for the investment in subsidiaries as it relates to the Title Transaction.
For the three months ended March 31, 2020, the effective tax rate, based on whole numbers, was 28.4% which differed from the statutory federal rate of 21% primarily due to permanent differences including executive compensation disallowed under Internal Revenue Code Section 162(m) and nondeductible meals and entertainment expenses, as well as other recurring items such as the state tax benefit.
13. Fair Value Measurements
Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).
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There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2020.
The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:

| March 31, 2021
|  |  | Recurring Fair Value Measurements
Fair Value - Recurring Basis | Total Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Mortgage loans held for sale | $ | 6,351 |  |  | $ | — |  |  | $ | 6,351 |  |  | $ | — |
Forward mortgage servicing rights | 3,354 |  |  | — |  |  | — |  |  | 3,354 |
Derivative financial instruments |  |  |  |  |  |  |
IRLCs | 232 |  |  | — |  |  | — |  |  | 232 |
Forward MBS trades | 286 |  |  | — |  |  | 286 |  |  | — |
LPCs | 8 |  |  | — |  |  | — |  |  | 8 |
Liabilities |  |  |  |  |  |  |
Derivative financial instruments |  |  |  |  |  |  |
IRLCs | 1 |  |  | — |  |  | — |  |  | 1 |
Forward MBS trades | 76 |  |  | — |  |  | 76 |  |  | — |
LPCs | 38 |  |  | — |  |  | — |  |  | 38 |
Swap futures | 1 |  |  | — |  |  | 1 |  |  | — |
Mortgage servicing rights financing | 23 |  |  | — |  |  | — |  |  | 23 |
Excess spread financing | 934 |  |  | — |  |  | — |  |  | 934 |

| December 31, 2020
|  |  | Recurring Fair Value Measurements
Fair Value - Recurring Basis | Total Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Mortgage loans held for sale | $ | 5,720 |  |  | $ | — |  |  | $ | 5,720 |  |  | $ | — |
Forward mortgage servicing rights | 2,703 |  |  | — |  |  | — |  |  | 2,703 |
Derivative financial instruments |  |  |  |  |  |  |
IRLCs | 414 |  |  | — |  |  | — |  |  | 414 |
Forward MBS trades | 37 |  |  | — |  |  | 37 |  |  | — |
LPCs | 38 |  |  | — |  |  | — |  |  | 38 |
Liabilities |  |  |  |  |  |  |
Derivative financial instruments |  |  |  |  |  |  |
Forward MBS trades | 156 |  |  | — |  |  | 156 |  |  | — |
LPCs | 1 |  |  | — |  |  | — |  |  | 1 |
Mortgage servicing rights financing | 33 |  |  | — |  |  | — |  |  | 33 |
Excess spread financing | 934 |  |  | — |  |  | — |  |  | 934 |

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

| Three Months Ended March 31, 2021
| Assets |  | Liabilities
Fair Value - Level 3 Assets and Liabilities | Forward mortgage servicing rights |  | IRLCs |  | LPCs |  | Excess spread financing |  | Mortgage servicing rights financing |  | LPCs
Balance - beginning of period | $ | 2,703 |  |  | $ | 414 |  |  | $ | 38 |  |  | $ | 934 |  |  | $ | 33 |  |  | $ | 1 |
Total gains or losses included in earnings | 298 |  |  | (182) |  |  | (30) |  |  | 41 |  |  | (10) |  |  | 37 |
Purchases, issuances, sales, repayments and settlements |  |  |  |  |  |  |  |  |  |  |
Purchases | 67 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Issuances | 288 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Sales | (2) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Settlements and repayments | — |  |  | — |  |  | — |  |  | (41) |  |  | — |  |  | — |
Balance - end of period | $ | 3,354 |  |  | $ | 232 |  |  | $ | 8 |  |  | $ | 934 |  |  | $ | 23 |  |  | $ | 38 |

| Three Months Ended March 31, 2020
| Assets |  | Liabilities
Fair Value - Level 3 Assets and Liabilities | Forward mortgage servicing rights |  | Excess spread financing |  | Mortgage servicing rights financing
Balance - beginning of period | $ | 3,496 |  |  | $ | 1,311 |  |  | $ | 37 |
Total gains or losses included in earnings | (534) |  |  | (35) |  |  | 6 |
Purchases, issuances, sales, repayments and settlements |  |  |  |  |
Purchases | 24 |  |  | — |  |  | — |
Issuances | 123 |  |  | 24 |  |  | — |
Settlements and repayments | — |  |  | (58) |  |  | — |
Balance - end of period | $ | 3,109 |  |  | $ | 1,242 |  |  | $ | 43 |

No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the three months ended March 31, 2021 and 2020.
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The tables below present the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities:

| March 31, 2021 |  | December 31, 2020
| Range |  | Weighted Average |  | Range |  | Weighted Average
Level 3 Inputs | Min |  | Max |  |  | Min |  | Max |
Forward MSR |  |  |  |  |  |  |  |  |  |  |
Discount rate | 8.2 | % |  | 12.0 | % |  | 9.3 | % |  | 8.2 | % |  | 12.0 | % |  | 9.4 | %
Prepayment speed | 10.5 | % |  | 17.7 | % |  | 12.4 | % |  | 14.2 | % |  | 21.3 | % |  | 15.4 | %
Cost to service per loan(1) | $ | 64 |  |  | $ | 226 |  |  | $ | 92 |  |  | $ | 66 |  |  | $ | 257 |  |  | $ | 98 |
Average life(2) |  |  |  |  | 5.9 years |  |  |  |  |  | 5.0 years
IRLCs |  |  |  |  |  |  |  |  |  |  |
Value of servicing (basis points per loan) | (1.3) |  |  | 2.2 |  |  | 1.2 |  |  | (1.0) |  |  | 2.2 |  |  | 1.2 |
Excess spread financing |  |  |  |  |  |  |  |  |  |  |
Discount rate | 9.6 | % |  | 15.7 | % |  | 11.9 | % |  | 9.9 | % |  | 15.7 | % |  | 12.2 | %
Prepayment speed | 11.3 | % |  | 14.6 | % |  | 12.5 | % |  | 13.9 | % |  | 15.0 | % |  | 14.4 | %
Recapture rate | 17.1 | % |  | 23.1 | % |  | 19.0 | % |  | 17.7 | % |  | 24.2 | % |  | 19.5 | %
Average life(2) |  |  |  |  | 5.7 years |  |  |  |  |  | 5.1 years
Mortgage servicing rights financing |  |  |  |  |  |  |  |  |  |  |
Advance financing and counterparty fee rates | 4.1 | % |  | 8.4 | % |  | 7.4 | % |  | 4.6 | % |  | 8.5 | % |  | 7.5 | %
Annual advance recovery rates | 18.1 | % |  | 22.0 | % |  | 19.9 | % |  | 18.3 | % |  | 22.0 | % |  | 19.9 | %

(1)Presented in whole dollar amounts.
(2)Average life is included for informational purposes.
The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:

| March 31, 2021
| Carrying Amount |  | Fair Value
Financial Instruments | Level 1 |  | Level 2 |  | Level 3
Financial assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 674 |  |  | $ | 674 |  |  | $ | — |  |  | $ | — |
Restricted cash | 261 |  |  | 261 |  |  | — |  |  | — |
Advances and other receivables, net | 838 |  |  | — |  |  | — |  |  | 838 |
Reverse mortgage interests, net | 5,091 |  |  | — |  |  | — |  |  | 5,166 |
Loans subject to repurchase from Ginnie Mae | 5,816 |  |  | — |  |  | 5,816 |  |  | — |
Financial liabilities |  |  |  |  |  |  |
Unsecured senior notes, net | 2,074 |  |  | 2,120 |  |  | — |  |  | — |
Advance and warehouse facilities, net | 7,379 |  |  | — |  |  | 7,388 |  |  | — |
Liability for loans subject to repurchase from Ginnie Mae | 5,816 |  |  | — |  |  | 5,816 |  |  | — |
Participating interest financing, net | 3,318 |  |  | — |  |  | — |  |  | 3,319 |
HECM Securitization (HMBS), net |  |  |  |  |  |  |
Trust 2020-1 | 469 |  |  | — |  |  | — |  |  | 471 |
Trust 2019-2 | 231 |  |  | — |  |  | — |  |  | 231 |
Trust 2019-1 | 203 |  |  | — |  |  | — |  |  | 203 |

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| December 31, 2020
| Carrying Amount |  | Fair Value
Financial Instruments | Level 1 |  | Level 2 |  | Level 3
Financial assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 695 |  |  | $ | 695 |  |  | $ | — |  |  | $ | — |
Restricted cash | 218 |  |  | 218 |  |  | — |  |  | — |
Advances and other receivables, net | 940 |  |  | — |  |  | — |  |  | 940 |
Reverse mortgage interests, net | 5,253 |  |  | — |  |  | — |  |  | 5,383 |
Loans subject to repurchase from Ginnie Mae | 6,159 |  |  | — |  |  | 6,159 |  |  | — |
Financial liabilities |  |  |  |  |  |  |
Unsecured senior notes, net | 2,074 |  |  | 2,208 |  |  | — |  |  | — |
Advance and warehouse facilities, net | 6,763 |  |  | — |  |  | 6,774 |  |  | — |
Liability for loans subject to repurchase from Ginnie Mae | 6,159 |  |  | — |  |  | 6,159 |  |  | — |
Participating interest financing, net | 3,485 |  |  | — |  |  | — |  |  | 3,496 |
HECM Securitization (HMBS), net |  |  |  |  |  |  |
Trust 2020-1 | 488 |  |  | — |  |  | — |  |  | 490 |
Trust 2019-2 | 240 |  |  | — |  |  | — |  |  | 241 |
Trust 2019-1 | 211 |  |  | — |  |  | — |  |  | 212 |

14. Capital Requirements
Certain of the Company’s secondary market investors require minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of March 31, 2021, the Company was in compliance with its selling and servicing capital requirements.
15. Commitments and Contingencies
Litigation and Regulatory
The Company and its subsidiaries are routinely and currently involved in a significant number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. The legal proceedings are at varying stages of adjudication, arbitration or investigation and are generally based on alleged violations of consumer protection, securities, employment, contract, tort, common law fraud and other numerous laws, including, without limitation, the Equal Credit Opportunity Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, National Housing Act, Homeowners Protection Act, Service Member’s Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, Financial Institutions Reform, Recovery, and Enforcement Act of 1989, unfair, deceptive or abusive acts or practices in violation of the Dodd-Frank Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Home Mortgage Disclosure Act, Title 11 of the United States Code (aka the “Bankruptcy Code”), False Claims Act and Making Home Affordable loan modification programs.
In addition, along with others in its industry, the Company is subject to repurchase and indemnification claims and may continue to receive claims in the future, regarding alleged breaches of representations and warranties relating to the sale of mortgage loans, the placement of mortgage loans into securitization trusts or the servicing of mortgage loans securitizations. The Company is also subject to legal actions or proceedings related to loss sharing and indemnification provisions of its various acquisitions. Certain of the pending or threatened legal proceedings include claims for substantial compensatory, punitive and/ or statutory damages or claims for an indeterminate amount of damages.
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The Company operates within highly regulated industries on a federal, state and local level. In the normal and ordinary course of its business, the Company is routinely subject to extensive examinations, investigations, subpoenas, inquiries and reviews by various federal, state and local governmental, regulatory and enforcement agencies, including the Consumer Financial Protection Bureau, the Securities and Exchange Commission, the Department of Justice, the Office of the Special Inspector General for the Troubled Asset Relief Program, the U.S. Department of Housing and Urban Development, various State mortgage banking regulators and various State Attorneys General, related to the Company’s residential loan servicing and origination practices, its financial reporting and other aspects of its businesses. Any pending or potential future investigations, subpoenas, examinations or inquiries may lead to administrative, civil or criminal proceedings or settlements, and possibly result in remedies including fines, penalties, restitution, or alterations in the Company’s business practices, and additional expenses and collateral costs. The Company is cooperating fully in these matters. Responding to these matters requires the Company to devote substantial resources, resulting in higher costs and lower net cash flows. Adverse results in any of these matters could further increase the Company’s operating expenses and reduce its revenues, require it to change business practices and limit its ability to grow and otherwise materially and adversely affect its business, reputation, financial condition and results of operation.
The Company seeks to resolve all legal proceedings and other matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. The Company has entered into agreements with a number of entities and regulatory agencies that toll applicable limitations periods with respect to their claims.
On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory and governmental proceedings utilizing the latest information available. Where available information indicates that it is probable, a liability has been incurred, and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.
As a legal matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is both probable and estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company will establish an accrued liability and record a corresponding amount to legal-related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. Legal-related expense for the Company, which includes legal settlements and the fees paid to external legal service providers, of $13 and $15 for three months ended March 31, 2021 and 2020, respectively, and was included in general and administrative expenses on the unaudited condensed consolidated statements of operations.
For matters for which a loss is probable or reasonably possible in future periods, whether in excess of a related accrued liability or where there is no accrued liability, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material legal matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Management currently believes the aggregate range of reasonably possible loss is $2 to $18 in excess of the accrued liability (if any) related to those matters as of March 31, 2021. This estimated range of possible loss i s based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate. Those matters for which an estimate is not possible are not included within the estimated range. Therefore, this estimated range of possible loss represents what management believes to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent the Company’s maximum loss exposure and the Company cannot provide assurance that its litigations reserves will not need to be adjusted in the future. Thus, the Company’s exposure and ultimate losses may be higher, possibly significantly so, than the amounts accrued or this aggregate amount.
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In the Company’s experience, legal proceedings are inherently unpredictable. One or more of the following factors frequently contribute to this inherent unpredictability: the proceeding is in its early stages; the damages sought are unspecified, unsupported or uncertain; it is unclear whether a case brought as a class action will be allowed to proceed on that basis or, if permitted to proceed as a class action, how the class will be defined; the other party is seeking relief other than or in addition to compensatory damages (including, in the case of regulatory and governmental investigations and inquiries, the possibility of fines and penalties); the matter presents meaningful legal uncertainties, including novel issues of law; the Company has not engaged in meaningful settlement discussions; discovery has not started or is not complete; there are significant facts in dispute; predicting possible outcomes depends on making assumptions about future decisions of courts or governmental or regulatory bodies or the behavior of other parties; and there are a large number of parties named as defendants (including where it is uncertain how damages or liability, if any, will be shared among multiple defendants). Generally, the less progress that has been made in the proceedings or the broader the range of potential results, the harder it is for the Company to estimate losses or ranges of losses that is reasonably possible the Company could incur.
Based on current knowledge, and after consultation with counsel, management believes that the current legal accrued liability within payables and accrued liabilities, is appropriate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such proceedings could be material to the Company’s operating results and cash flows for a particular period depending, on among other things, the level of the Company’s revenues or income for such period. However, in the event of significant developments on existing cases, it is possible that the ultimate resolution, if unfavorable, may be material to the Company’s condensed consolidated financial statements.
Other Loss Contingencies
As part of the Company’s ongoing operations, it acquires servicing rights of forward and reverse mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. The Company believes all balances sought from sellers recorded in advances and other receivables and reverse mortgage interests represent valid claims. However, the Company acknowledges that the claims process can be prolonged due to the required time to perfect claims at the loan level. Because of the required time to perfect or remediate these claims, management relies on the sufficiency of documentation supporting the claim, current negotiations with the counterparty and other evidence to evaluate whether a reserve is required for non-recoverable balances. In the absence of successful negotiations with the seller, all amounts claimed may not be recovered. Balances may be written-off and charged against earnings when management identifies amounts where recoverability from the seller is not likely. As of March 31, 2021, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted.
Loan and Other Commitments
The Company enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments, for more information.
The Company had certain reverse MSRs, reverse MSLs and reverse mortgage loans related to approximately $17,269 and $18,091 of UPB in reverse mortgage loans as of March 31, 2021 and December 31, 2020, respectively. As a servicer for these reverse mortgage loans, among other things, the Company is obligated to fund borrowers’ draws to the loan customers as required in accordance with the loan agreement. As of March 31, 2021 and December 31, 2020, the Company’s maximum unfunded advance obligation to fund borrower draws related to these reverse MSRs and loans was approximately $2,113 and $2,202, respectively. Upon funding any portion of these draws, the Company expects to securitize and sell the advances in transactions that will be accounted for as secured borrowings.
16. Segment Information
The Company’s segments are based upon the Company’s organizational structure, which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, estimate of percentage use for shared services or headcount percentage for certain functions. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties.
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In the second quarter of 2020, the Company updated its presentation of segment assets to be aligned with a change in the reporting package provided to the Chief Operating Decision Maker. The presentation change had no impact on the segments' operations. Assets allocated to the Servicing segment include MSRs; advances and other receivables, except for co-issue MSR holdback; Servicing related mortgage loans held for sale; and other assets including property, plant and equipment, lease-related assets, prepaid assets, and goodwill. Assets allocated to Originations segment include co-issue MSR holdback in advances and other receivables; Originations related mortgage loans held for sale; derivative assets; and other assets including property, plant and equipment, lease-related assets, prepaid assets, and goodwill. Assets allocated to the Xome segment include cash and cash equivalents; tax-related assets; receivables; and other assets including property, plant and equipment, lease-related assets, prepaid assets, goodwill, and other intangible assets. All assets that are not specifically identified or allocated to a reporting segment are reported as part of Corporate/Other and include cash and cash equivalents; tax-related assets; and intangibles assets excluding goodwill and assets allocated to Xome. Eliminations are also included in Corporate/Other. Prior year financial information has been adjusted retrospectively to reflect the updated presentation.
The following tables present financial information by segment:

| Three Months Ended March 31, 2021
Financial Information by Segment | Servicing |  | Originations |  | Xome |  | Corporate/Other |  | Consolidated
Revenues |  |  |  |  |  |  |  |  |
Service related, net | $ | 449 |  |  | $ | 43 |  |  | $ | 96 |  |  | $ | — |  |  | $ | 588 |
Net gain on mortgage loans held for sale | 127 |  |  | 552 |  |  | — |  |  | — |  |  | 679 |
Total revenues | 576 |  |  | 595 |  |  | 96 |  |  | — |  |  | 1,267 |
Total expenses | 125 |  |  | 231 |  |  | 87 |  |  | 26 |  |  | 469 |
Interest income | 66 |  |  | 23 |  |  | — |  |  | — |  |  | 89 |
Interest expense | (104) |  |  | (25) |  |  | — |  |  | (30) |  |  | (159) |
Total other expenses, net | (38) |  |  | (2) |  |  | — |  |  | (30) |  |  | (70) |
Income (loss) before income tax expense (benefit) | $ | 413 |  |  | $ | 362 |  |  | $ | 9 |  |  | $ | (56) |  |  | $ | 728 |
Depreciation and amortization for property and equipment and intangible assets | $ | 5 |  |  | $ | 4 |  |  | $ | 3 |  |  | $ | 4 |  |  | $ | 16 |
Total assets | $ | 16,696 |  |  | $ | 5,559 |  |  | $ | 120 |  |  | $ | 2,338 |  |  | $ | 24,713 |

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

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CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, core initiatives, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts, including the projected impact of COVID-19 on our business, financial performance and operating results. When used in this discussion, the words “anticipate,” “appears,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances, and we are under no obligation to, and express disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
A number of important factors exist that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to:
•economic, financial and public health disruptions caused by the COVID-19 pandemic and federal, state and local governmental responses to the pandemic;
•our ability to maintain or grow the size of our servicing portfolio;
•our ability to maintain or grow our originations volume and profitability;
•our ability to recapture voluntary prepayments related to our existing servicing portfolio;
•our shift in the mix of our servicing portfolio to subservicing, which is highly concentrated;
•delays in our ability to collect or be reimbursed for servicing advances;
•our ability to obtain sufficient liquidity and capital to operate our business;
•changes in prevailing interest rates;
•our ability to finance and recover costs of our reverse servicing operations;
•our ability to successfully implement our strategic initiatives;
•our ability to realize anticipated benefits of our previous acquisitions;
•our ability to use net operating loss carryforwards and other tax attributes;
•changes in our business relationships or changes in servicing guidelines with Fannie Mae, Freddie Mac and Ginnie Mae;
•Xome’s ability to compete in highly competitive markets;
•our ability to pay down debt;
•our ability to manage legal and regulatory examinations and enforcement investigations and proceedings, compliance requirements and related costs;
•our ability to prevent cyber intrusions and mitigate cyber risks; and
•our ability to maintain our licenses and other regulatory approvals.
All of these factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for our management to predict all such factors or to assess the effect of each such new factor on our business. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and any of these statements included herein may prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Please refer to Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2020 for further information on these and other risk factors affecting us.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. The following discussion contains, in addition to the historical information, forward-looking statements that include risks, assumptions and uncertainties that could cause actual results to differ materially from those anticipated by such statements.
Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.
We have provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, at the end of the MD&A section.

Overview

We are a leading servicer and originator of residential mortgage loans, and a provider of real estate services through our Xome subsidiary. Our purpose is to keep the dream of homeownership alive, and we do this as a servicer by helping mortgage borrowers manage what is typically their largest financial asset, and by helping our investors maximize the returns from their portfolios of residential mortgages. We have a track record of significant growth, having expanded our servicing portfolio from $10 billion in 2009 to $646 billion as of March 31, 2021. We believe this track record reflects our strong operating capabilities, which include a proprietary low-cost servicing platform, strong loss mitigation skills, a commitment to compliance, a customer-centric culture, a demonstrated ability to retain customers, growing origination capabilities, and significant investment in technology.
Our strategy is to position the Company for sustainable long-term growth, drive improved efficiency and profitability, and generate a return on tangible equity of 12% or higher. Key strategic priorities include the following:
•Strengthen our balance sheet by building capital and liquidity, and managing interest rate and other forms of risk;
•Improve efficiency by driving continuous improvement in unit costs for Servicing and Originations segments, as well as by taking corporate actions to eliminate costs throughout the organization;
•Grow our servicing portfolio and customer base by acquiring new customers and retaining existing customers;
•Reinvent the customer experience by acting as the customer’s advocate and by harnessing technology to deliver user-friendly digital solutions;
•Sustain the talent of our people and the culture of our organization; and
•Maintain strong relationships with agencies, investors, regulators, and other counterparties and a strong reputation for compliance and customer service.
Impact of the COVID-19 Pandemic
The COVID-19 pandemic introduces unprecedented uncertainty in the economy, including the risk of a significant employment shock and recessionary conditions, with implications for the health and safety of our employees, borrower delinquency rates, servicing advances, origination volumes, the availability of financing, and our overall profitability and liquidity. We have implemented the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which makes available forbearance plans for up to eighteen months for borrowers under government and government agency mortgage programs, which we have extended to borrowers in our private label mortgage servicing portfolio. As of April 18, 2021, approximately 4.5% o f 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 rights from Ginnie Mae in other assets and payables and other liabilities on a gross basis. The balance was $5,557 as of March 31, 2021. See liquidity discussion related to the COVID-19 pandemic in Liquidity and Capital Resources section in MD&A.
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Anticipated Trends
In the first quarter of 2021, our Servicing segment experienced portfolio growth due to strong execution across all channels - correspondent, direct-to-consumer, subservicing and acquisitions. We expect to see continued portfolio growth in the remainder of 2021. We benefited from early-buyout gains in the first quarter of 2021 as we helped customers exit forbearance and expect a similar level of contributions from early-buyout volumes to continue throughout 2021.
Our Originations segment experienced record funded volumes from both the correspondent and direct-to-consumer channels in the first quarter of 2021. As interest rates are on the rise, we expect lower volumes and a more normalized originations margin in the second quarter of 2021.
Our Xome segment revenue from Title division has benefited from the lower interest rate environment and increase in origination volume. On March 12, 2021, we entered into an agreement to sell the Title business for a total purchase price of $500, which is expected to close in the second quarter of 2021. In connection with the sale agreement, earnings from the Title business subsequent to March 12, 2021 will be held for the benefit of the buyer, therefore, the division will not contribute to earnings in the second quarter of 2021. Xome’s revenue from the Exchange division has been, and is expected to continue to be, negatively impacted, as the REO exchange continues to be idle while the foreclosure moratoriums remain in effect.
Results of Operations

Table 1. Consolidated Operations

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

(1)Revenues - operational consists of total revenues, excluding mark-to-market.
NM = Not meaningful or greater than 200% change.
During the three months ended March 31, 2021, we recorded income before income tax expense of $728 compared to a loss before income tax benefit of $239 for 2020. The change was primarily driven by favorable MTM adjustments in 2021 compared to negative MTM adjustments in 2020, and due to higher revenues from our Originations segment. For more information on our segment results, see below.
During the three months ended March 31, 2021 and 2020, we had an income tax expense and benefit, respectively. The effective tax rate during the three months ended March 31, 2021 was 22.9% as compared to the effective tax rate of 28.4% in 2020. 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 March 31, 2021 as compared to 2020.
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Segment Results

Our operations are conducted through three segments: Servicing, Originations, and Xome.
•The Servicing segment performs operational activities on behalf of investors or owners of the underlying mortgages, including collecting and disbursing borrower payments, investor reporting, customer service, modifying loans where appropriate to help borrowers stay current, and when necessary performing collections, foreclosures, and the sale of REO.
•The Originations segment originates residential mortgage loans through our direct-to-consumer channel, which provides refinance options for our existing customers, and through our correspondent channel, which purchases or originates loans from mortgage bankers.
•The Xome segment provides a variety of real estate services to mortgage originators, mortgage and real estate investors, and mortgage servicers, including valuation, title, and field services, and operates an exchange which facilitates the sale of foreclosed properties. On March 12, 2021, we entered into an agreement to sell the title business. The sale is expected to close during the second quarter of 2021. For more information, see Note 1, Nature of Business and Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements (unaudited).
Refer to Note 16, Segment Information, in the Notes to the Condensed Consolidated Financial Statements (unaudited) for a summary of segment results.

Servicing Segment

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

Table 2. Servicer Ratings

| Fitch(1) |  | Moody’s(2) |  | S&P(3)
Rating date | January 2020 |  | February 2021 |  | December 2020
Residential | RPS2- |  | SQ2- |  | Above Average
Master Servicer | RMS2+ |  | SQ2 |  | Above Average
Special Servicer | RSS2- |  | SQ2- |  | Above Average
Subprime Servicer | RPS2- |  | SQ2- |  | Above Average

(1)Fitch Rating Scale of 1 (Highest Performance) to 5 (Low/No Proficiency)
(2)Moody’s Rating Scale of SQ1 (Strong Ability/Stability) to SQ5 (Weak Ability/Stability)
(3)S&P Rating Scale of Strong to Weak
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The following tables set forth the results of operations for the Servicing segment:

Table 3. Servicing Segment Results of Operations

| Three Months Ended March 31, |  |  |  |  |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
| Amt |  | bps(1) |  | Amt |  | bps(1) |  | Amt |  | bps |  | Amt |  | bps
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operational | $ | 375 |  |  | 24 |  |  | $ | 313 |  |  | 20 |  |  | $ | 62 |  |  | 4 |  |  | 20 | % |  | 20 | %
Amortization, net of accretion | (153) |  |  | (10) |  |  | (76) |  |  | (5) |  |  | (77) |  |  | (5) |  |  | 101 | % |  | 100 | %
Mark-to-market | 354 |  |  | 22 |  |  | (383) |  |  | (24) |  |  | 737 |  |  | 46 |  |  | NM |  | NM
Total revenues | 576 |  |  | 36 |  |  | (146) |  |  | (9) |  |  | 722 |  |  | 45 |  |  | NM |  | NM
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries, wages and benefits | 73 |  |  | 5 |  |  | 86 |  |  | 5 |  |  | (13) |  |  | — |  |  | (15) | % |  | — | %
General and administrative |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Servicing support fees | 24 |  |  | 2 |  |  | 25 |  |  | 2 |  |  | (1) |  |  | — |  |  | (4) | % |  | — | %
Corporate and other general and administrative expenses | 32 |  |  | 2 |  |  | 35 |  |  | 2 |  |  | (3) |  |  | — |  |  | (9) | % |  | — | %
Foreclosure and other liquidation related (recoveries) expenses, net | (9) |  |  | (1) |  |  | — |  |  | — |  |  | (9) |  |  | (1) |  |  | NM |  | NM
Depreciation and amortization | 5 |  |  | — |  |  | 3 |  |  | — |  |  | 2 |  |  | — |  |  | 67 | % |  | — | %
Total general and administrative expenses | 52 |  |  | 3 |  |  | 63 |  |  | 4 |  |  | (11) |  |  | (1) |  |  | (17) | % |  | (25) | %
Total expenses | 125 |  |  | 8 |  |  | 149 |  |  | 9 |  |  | (24) |  |  | (1) |  |  | (16) | % |  | (11) | %
Other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income earned on reverse mortgage interests | 44 |  |  | 3 |  |  | 43 |  |  | 3 |  |  | 1 |  |  | — |  |  | 2 | % |  | — | %
Other interest income | 22 |  |  | 1 |  |  | 40 |  |  | 2 |  |  | (18) |  |  | (1) |  |  | (45) | % |  | (50) | %
Interest income | 66 |  |  | 4 |  |  | 83 |  |  | 5 |  |  | (17) |  |  | (1) |  |  | (20) | % |  | (20) | %
Reverse mortgage interest expense | (33) |  |  | (2) |  |  | (52) |  |  | (3) |  |  | 19 |  |  | 1 |  |  | (37) | % |  | (33) | %
Advance interest expense | (6) |  |  | — |  |  | (5) |  |  | — |  |  | (1) |  |  | — |  |  | 20 | % |  | — | %
Other interest expense | (65) |  |  | (4) |  |  | (56) |  |  | (4) |  |  | (9) |  |  | — |  |  | 16 | % |  | — | %
Interest expense | (104) |  |  | (6) |  |  | (113) |  |  | (7) |  |  | 9 |  |  | 1 |  |  | (8) | % |  | (14) | %
Total other expenses, net | (38) |  |  | (2) |  |  | (30) |  |  | (2) |  |  | (8) |  |  | — |  |  | 27 | % |  | — | %
Income (loss) before income tax expense (benefit) | $ | 413 |  |  | 26 |  |  | $ | (325) |  |  | (20) |  |  | $ | 738 |  |  | 46 |  |  | NM |  | NM
Weighted average cost - advance facilities | 3.0 | % |  |  |  | 3.0 | % |  |  |  | — | % |  |  |  | — | % |  |
Weighted average cost - excess spread financing | 9.0 | % |  |  |  | 9.0 | % |  |  |  | — | % |  |  |  | — | % |  |

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.
NM = Not meaningful or greater than 200% change.
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Table 4. Servicing - Revenues

| Three Months Ended March 31, |  |  |  |  |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
| Amt |  | bps(1) |  | Amt |  | bps(1) |  | Amt |  | bps |  | Amt |  | bps
Forward MSR Operational Revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Base servicing fees | $ | 223 |  |  | 14 |  | $ | 250 |  |  | 16 |  | $ | (27) |  |  | (2) |  | (11) | % |  | (13) | %
Modification fees(2) | 7 |  |  | — |  | 3 |  |  | — |  | 4 |  |  | — |  | 133 | % |  | — | %
Incentive fees(2) | 1 |  |  | — |  | 4 |  |  | — |  | (3) |  |  | — |  | (75) | % |  | — | %
Late payment fees(2) | 14 |  |  | 1 |  | 23 |  |  | 2 |  | (9) |  |  | (1) |  | (39) | % |  | (50) | %
Other ancillary revenues(2) | 140 |  |  | 9 |  | 38 |  |  | 2 |  | 102 |  |  | 7 |  | NM |  | NM
Total forward MSR operational revenue | 385 |  |  | 24 |  | 318 |  |  | 20 |  | 67 |  |  | 4 |  | 21 | % |  | 20 | %
Base subservicing fees and other subservicing revenue(2) | 68 |  |  | 5 |  | 65 |  |  | 4 |  | 3 |  |  | 1 |  | 5 | % |  | 25 | %
Reverse servicing fees | 5 |  |  | — |  | 6 |  |  | — |  | (1) |  |  | — |  | (17) | % |  | — | %
Total servicing fee revenue | 458 |  |  | 29 |  | 389 |  |  | 24 |  | 69 |  |  | 5 |  | 18 | % |  | 21 | %
MSR financing liability costs | (7) |  |  | — |  | (8) |  |  | — |  | 1 |  |  | — |  | (13) | % |  | — | %
Excess spread costs - principal | (76) |  |  | (5) |  | (68) |  |  | (4) |  | (8) |  |  | (1) |  | 12 | % |  | 25 | %
Total operational revenue | 375 |  |  | 24 |  | 313 |  |  | 20 |  | 62 |  |  | 4 |  | 20 | % |  | 20 | %
Amortization, Net of Accretion |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Forward MSR amortization | (232) |  |  | (15) |  | (152) |  |  | (10) |  | (80) |  |  | (5) |  | 53 | % |  | 50 | %
Excess spread accretion | 76 |  |  | 5 |  | 68 |  |  | 4 |  | 8 |  |  | 1 |  | 12 | % |  | 25 | %
Reverse MSL accretion | 3 |  |  | — |  | 8 |  |  | 1 |  | (5) |  |  | (1) |  | (63) | % |  | (100) | %
Total amortization, net of accretion | (153) |  |  | (10) |  | (76) |  |  | (5) |  | (77) |  |  | (5) |  | 101 | % |  | 100 | %
Mark-to-Market Adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MSR MTM(3) | 385 |  |  | 24 |  | (412) |  |  | (26) |  | 797 |  |  | 50 |  | NM |  | NM
Excess spread / financing MTM | (31) |  |  | (2) |  | 29 |  |  | 2 |  | (60) |  |  | (4) |  | NM |  | NM
Total MTM adjustments | 354 |  |  | 22 |  | (383) |  |  | (24) |  | 737 |  |  | 46 |  | NM |  | NM
Total revenues - Servicing | $ | 576 |  |  | 36 |  | $ | (146) |  |  | (9) |  | $ | 722 |  |  | 45 |  | NM |  | NM

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.
(2)Certain ancillary and other non-base fees related to subservicing operations are separately presented as other subservicing revenues.
(3)The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $12 and $10 during the three months ended March 31, 2021 and 2020, respectively.
NM = Not meaningful or greater than 200% change.
Servicing Segment Revenues
The following provides the changes in revenues for the Servicing segment:
Forward - Due to the decrease of the forward MSR portfolio’s UPB, base servicing fee revenue decreased during the three months ended March 31, 2021 as compared to 2020. Other ancillary revenues increased primarily due to the $101 gain on sale associated with loans bought out of GNMA securitization, modified and redelivered following GNMA guidelines. Late payment fees decreased due to loan forbearance related to the CARES Act.
Forward MSR amortization increased during the three months ended March 31, 2021 as compared to 2020, primarily due to higher prepayments driven by the low interest rate environment.
We recorded favorable MTM adjustments during the three months ended March 31, 2021 compared to negative MTM adjustments in 2020, primarily due to favorable impact from changes in interest rates.
Subservicing - Subservicing fees increased during the three months ended March 31, 2021 as compared to 2020, primarily due to higher average subservicing portfolio UPB.
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Servicing Segment Expenses
Total expenses decreased during the three months ended March 31, 2021 as compared to 2020, primarily driven by the decrease in salaries, wages and benefits and the change in foreclosure and other liquidation related recoveries, net. Salaries, wages and benefits decreased in 2021 compared to 2020 primarily due to operational efficiencies driven by cost saving initiatives, which included consolidation of one of our servicing centers in the second quarter of 2020. We had foreclosure and other liquidation related recoveries, net during the three months ended March 31, 2021, primarily due to release of loss reserves on servicing advances as a result of loan modification programs related to the COVID-19 pandemic.
Servicing Segment Other Income (Expenses), net
Total other expenses, net increased during the three months ended March 31, 2021 as compared to 2020, primarily due to decrease in other interest income due to lower interest income earned on custodial balances due to lower LIBOR rates. Interest expense decreased during the three months ended March 31, 2021 as compared to 2020, due to a decrease in reverse mortgage interest expense primarily driven by the decline in the reverse mortgage interests portfolio, partially offset by higher compensating interest expense and bank fees.
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Table 5. Servicing Portfolio - Unpaid Principal Balances

|  |  |  |  |  |  |  |  |  | Three Months Ended March 31,
|  |  |  |  |  |  |  |  |  | 2021 |  | 2020
Average UPB |  |  |  |  |  |  |  |  |  |  |  |
Forward MSRs |  |  |  |  |  |  |  |  |  | $ | 281,519 |  |  | $ | 303,578 |
Subservicing and other(1) |  |  |  |  |  |  |  |  |  | 335,230 |  |  | 310,160 |
Reverse loans |  |  |  |  |  |  |  |  |  | 17,627 |  |  | 22,059 |
Total average UPB |  |  |  |  |  |  |  |  |  | $ | 634,376 |  |  | $ | 635,797 |
|  | March 31, 2021 |  | March 31, 2020
|  | UPB |  | Carrying Amount |  | bps |  | UPB |  | Carrying Amount |  | bps
Forward MSRs |  |  |  |  |  |  |  |  |  |  |  |
Agency |  | $ | 234,589 |  |  | $ | 2,965 |  |  | 126 |  | $ | 238,956 |  |  | $ | 2,618 |  |  | 110
Non-agency |  | 41,439 |  |  | 389 |  |  | 94 |  | 51,678 |  |  | 491 |  |  | 95
Total forward MSRs |  | 276,028 |  |  | 3,354 |  |  | 122 |  | 290,634 |  |  | 3,109 |  |  | 107
Subservicing and other(1) |  |  |  |  |  |  |  |  |  |  |  |
Agency |  | 338,064 |  |  | N/A |  |  |  | 302,060 |  |  | N/A |  |
Non-agency |  | 14,417 |  |  | N/A |  |  |  | 14,873 |  |  | N/A |  |
Total subservicing and other |  | 352,481 |  |  | N/A |  |  |  | 316,933 |  |  | N/A |  |
Reverse loans |  |  |  |  |  |  |  |  |  |  |  |
MSR |  | 1,847 |  |  | 5 |  |  |  |  | 2,332 |  |  | 6 |  |  |
MSL |  | 10,372 |  |  | (38) |  |  |  |  | 13,360 |  |  | (53) |  |  |
Securitized loans |  | 5,050 |  |  | 5,091 |  |  |  |  | 5,898 |  |  | 5,955 |  |  |
Total reverse portfolio serviced |  | 17,269 |  |  | 5,058 |  |  |  |  | 21,590 |  |  | 5,908 |  |  |
Total ending balance |  | $ | 645,778 |  |  | $ | 8,412 |  |  |  |  | $ | 629,157 |  |  | $ | 9,017 |  |  |
Forward MSRs UPB Encumbrance |  |  |  |  |  |  |  | March 31, 2021 |  | March 31, 2020
Forward MSRs - unencumbered |  |  |  |  |  |  |  | $ | 121,311 |  |  | $ | 85,124 |
Forward MSRs - encumbered(2) |  |  |  |  |  |  |  |  |  | 154,717 |  |  | 205,510 |
Total Forward MSRs UPB |  |  |  |  |  |  |  |  |  | $ | 276,028 |  |  | $ | 290,634 |

(1)Subservicing and other includes (i) loans we service for others, (ii) residential mortgage loans originated but have yet to be sold, and (iii) agency REO balances for which we own the mortgage servicing rights.
(2)The encumbered forward MSRs consist of residential mortgage loans included within our excess spread financing transactions and MSR financing liability.
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The following tables provide a rollforward of our forward MSR and subservicing and other portfolio UPB:

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

| Three Months Ended March 31,
| 2021 |  | 2020
| Forward MSR |  | Subservicing and Other |  | Total |  | Forward MSR |  | Subservicing and Other |  | Total
Balance - beginning of period | $ | 271,189 |  |  | $ | 336,513 |  |  | $ | 607,702 |  |  | $ | 296,782 |  |  | $ | 323,983 |  |  | $ | 620,765 |
Additions: |  |  |  |  |  |  |  |  |  |  |
Originations | 23,623 |  |  | 1,504 |  |  | 25,127 |  |  | 11,635 |  |  | 662 |  |  | 12,297 |
Acquisitions / Increase in subservicing(1) | 4,647 |  |  | 53,318 |  |  | 57,965 |  |  | (673) |  |  | 23,352 |  |  | 22,679 |
Deductions: |  |  |  |  |  |  |  |  |  |  |
Dispositions | (50) |  |  | (1,130) |  |  | (1,180) |  |  | (40) |  |  | (10,359) |  |  | (10,399) |
Principal reductions and other | (2,702) |  |  | (3,231) |  |  | (5,933) |  |  | (2,748) |  |  | (2,965) |  |  | (5,713) |
Voluntary reductions(2) | (20,474) |  |  | (34,455) |  |  | (54,929) |  |  | (13,864) |  |  | (17,672) |  |  | (31,536) |
Involuntary reductions(3) | (133) |  |  | (38) |  |  | (171) |  |  | (387) |  |  | (68) |  |  | (455) |
Net changes in loans serviced by others | (72) |  |  | — |  |  | (72) |  |  | (71) |  |  | — |  |  | (71) |
Balance - end of period | $ | 276,028 |  |  | $ | 352,481 |  |  | $ | 628,509 |  |  | $ | 290,634 |  |  | $ | 316,933 |  |  | $ | 607,567 |

(1)Includes transfers to/from Subservicing and Other.
(2)Voluntary reductions are related to loan payoffs by customers.
(3)Involuntary reductions refer to loan chargeoffs.
During the three months ended March 31, 2021, our ending forward MSR UPB increased primarily due to increased originations volumes driven by the low interest rate environment, partially offset by increased voluntary reductions. During the three months ended March 31, 2021, our subservicing and other portfolio ending UPB increased primarily due to portfolio growth from our subservicing clients, partially offset by increased voluntary reductions in the low interest rate environment.
The table below summarizes the overall performance of the forward servicing and subservicing portfolio:

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

|  | March 31, 2021 |  | March 31, 2020
Loan count(2) |  | 3,373,173 |  |  | 3,506,998 |
Average loan amount(3) |  | $ | 186,328 |  |  | $ | 173,231 |
Average coupon - agency(4) |  | 4.0 | % |  | 4.4 | %
Average coupon - non-agency(4) |  | 4.4 | % |  | 4.7 | %
60+ delinquent (% of loans)(5) |  | 5.3 | % |  | 1.9 | %
90+ delinquent (% of loans)(5) |  | 4.9 | % |  | 1.6 | %
120+ delinquent (% of loans)(5) |  | 4.6 | % |  | 1.4 | %
|  | Three Months Ended March 31,
|  | 2021 |  | 2020
Total prepayment speed (12-month constant prepayment rate) |  | 30.8 | % |  | 19.2 | %

(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 March 31, 2021, loan count includes 154,194 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.
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(5)Loan delinquency is based on the current contractual due date of the loan. In the case of a completed loan modification, delinquency is based on the modified due date of the loan. Loan delinquency includes loans in forbearance.
Delinquency is an assumption in determining the mark-to-market adjustment and is a key indicator of MSR portfolio performance. Delinquent loans contribute to lower MSR values due to higher costs to service and increased carrying costs of advances. Due to the COVID-19 pandemic and the implementation of the CARES Act, loans greater than 60 days, 90 days and 120 days delinquent have increased as of March 31, 2021 compared to 2020.

Table 8. Forward Loan Modifications and Workout Units

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | Amount Change |  | % Change
Modifications(1) | 15,635 |  |  | 4,715 |  |  | 10,920 |  |  | NM
Workouts(2) | 18,341 |  |  | 3,113 |  |  | 15,228 |  |  | NM
Total modifications and workout units | 33,976 |  |  | 7,828 |  |  | 26,148 |  |  | NM

(1)Modifications adjust the terms of the loan.
(2)Workouts are other loss mitigation options which do not adjust the terms of the loan. Workouts exclude loans which did not miss a contractual payment during forbearance related to the CARES Act.
NM = Not meaningful or greater than 200% change.
Total modifications and workouts during the three months ended March 31, 2021 increased compared to 2020 primarily due to an increase in modifications and workouts related to loans impacted by the COVID-19 pandemic which successfully exited their forbearance plans.
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Servicing Portfolio and Related Liabilities
The following table sets forth the activities of forward MSRs:

Table 9. Forward MSRs - Fair Value Rollforward |  |

| Three Months Ended March 31, |  |
| 2021 |  | 2020 |  |  |  |
Fair value - beginning of period | $ | 2,703 |  |  | $ | 3,496 |  |  |  |  |
Additions: |  |  |  |  |  |  |
Servicing retained from mortgage loans sold | 288 |  |  | 123 |  |  |  |  |
Purchases of servicing rights | 67 |  |  | 24 |  |  |  |  |
Dispositions: |  |  |  |  |  |  |
Sales and cancellation of servicing assets | (2) |  |  | — |  |  |  |  |
Changes in fair value: |  |  |  |  |  |  |
Due to changes in valuation inputs or assumptions used in the valuation model: |  |  |  |  |  |  |
Agency | 149 |  |  | (351) |  |  |  |  |
Non-agency | 361 |  |  | (50) |  |  |  |  |
Other changes in fair value: |  |  |  |  |  |  |
Scheduled principal payments | (24) |  |  | (23) |  |  |  |  |
Disposition of negative MSRs and other(1) | 20 |  |  | 20 |  |  |  |  |
Prepayments |  |  |  |  |  |  |
Voluntary prepayments |  |  |  |  |  |  |
Agency | (197) |  |  | (116) |  |  |  |  |
Non-agency | (10) |  |  | (10) |  |  |  |  |
Involuntary prepayments |  |  |  |  |  |  |
Agency | (1) |  |  | (4) |  |  |  |  |
Non-agency | — |  |  | — |  |  |  |  |
Fair value - end of period | $ | 3,354 |  |  | $ | 3,109 |  |  |  |  |

(1)Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying loans are removed from the MSR and other reclassification adjustments.
See Note 2, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements (unaudited), for additional information regarding the range of assumptions and sensitivities related to the fair value measurement of forward MSRs as of March 31, 2021 and December 31, 2020.
Excess Spread Financing
As further disclosed in Note 2, Mortgage Servicing Rights and Related Liabilities, in the Notes to the Condensed Consolidated Financial Statements (unaudited), we have entered into sale and assignment agreements treated as financing arrangements whereby the acquirer has the right to receive a specified percentage of the excess cash flow generated from an MSR.
The servicing fees associated with an MSR can be segregated into (i) a base servicing fee and (ii) an excess servicing fee. The base servicing fee, along with ancillary income and other revenues, is designed to cover costs incurred to service the specified pool plus a reasonable margin. The remaining servicing fee is considered excess. We sell a percentage of the excess fee as a method for efficiently financing acquired MSRs and the purchase of loans. We do not currently utilize these transactions as a primary source of financing due to the availability of lower cost sources of funding.
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 and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements (unaudited), for additional information regarding the range of assumptions and sensitivities related to the measurement of the excess spread financing liability as of March 31, 2021 and December 31, 2020.
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The following table sets forth the change in the excess spread financing:

Table 10. Excess Spread Financing - Rollforward |  |

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

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

Table 11. Reverse Mortgage Portfolio Characteristics

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

(1)Average loan amount is calculated and presented in whole dollar amounts.
Historically, we acquired servicing rights and participating interests in reverse mortgage portfolios; however, the portfolio is no longer regarded as a core business and is currently in run-off. Reverse mortgage loans, most commonly HECMs, provide seniors 62 and older with a loan upon which draws can be made periodically. The draws are secured by the equity in the borrower’s home. For acquired servicing rights, an MSR or MSL is established on the acquisition date at fair value, as applicable, based on the expected discounted cash flow from servicing the reverse portfolio.
Each quarter, we accrete the MSL to revenues - service related, net of the respective portfolios’ run-off. The MSL is assessed for increased obligation based on its fair value, using a variety of assumptions, with the key assumptions being discount rates, prepayment speeds and borrower life expectancy. The MSLs are stratified based on predominant risk characteristics of the underlying serviced loans. Impairment, if any, represents the excess of amortized cost of an individual stratum over its estimated fair value and is recognized through an increase in the valuation allowance.
Based on our assessment, no impairment or increased obligation was required to be recorded for reverse MSRs and MSLs as of March 31, 2021.
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Originations Segment

The strategy of our Originations segment is to originate or acquire new loans for the servicing portfolio at a more attractive cost than purchasing MSRs in bulk transactions and to retain our existing customers by providing them with attractive refinance options. The Originations segment plays a strategically important role because its profitability is typically counter cyclical to that of the Servicing segment. Furthermore, by originating or acquiring loans at a more attractive cost than would be the case in bulk MSR acquisitions, the Originations segment improves our overall profitability and cash flow. Growing the Originations segment has been a strategic focus for us for several years.
The Originations segment includes two channels:
•Our direct-to-consumer (“DTC”) lending channel relies on our call centers, website and mobile apps, specially trained teams of licensed mortgage originators, predictive analytics and modeling utilizing proprietary data from our servicing portfolio to reach our existing customers who may benefit from a new mortgage. Depending on borrower eligibility, we will refinance existing loans into conventional, government or non-agency products. Through lead campaigns and direct marketing, the direct-to-consumer channel seeks to convert leads into loans in a cost-efficient manner.
•Our correspondent lending channel acquires newly originated residential mortgage loans that have been underwritten to investor guidelines. This includes both conventional and government-insured loans that qualify for inclusion in securitizations that are guaranteed by the GSEs. Our correspondent lending channel enables us to replenish servicing portfolio run-off typically at a better rate of return than traditional bulk or flow acquisitions.
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The following tables set forth the results of operations for the Originations segment:

Table 12. Originations Segment Results of Operations

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
Revenues |  |  |  |  |  |  |
Service related, net | $ | 43 |  |  | $ | 20 |  |  | $ | 23 |  |  | 115 | %
Net gain on mortgage loans held for sale |  |  |  |  |  |  |
Net gain on loans originated and sold | 286 |  |  | 183 |  |  | 103 |  |  | 56 | %
Capitalized servicing rights | 274 |  |  | 119 |  |  | 155 |  |  | 130 | %
Provision for repurchase reserves, net of release | (8) |  |  | (5) |  |  | (3) |  |  | 60 | %
Total net gain on mortgage loans held for sale | 552 |  |  | 297 |  |  | 255 |  |  | 86 | %
Total revenues | 595 |  |  | 317 |  |  | 278 |  |  | 88 | %
Expenses |  |  |  |  |  |  |
Salaries, wages and benefits | 167 |  |  | 117 |  |  | 50 |  |  | 43 | %
General and administrative |  |  |  |  |  |  |
Loan origination expenses | 27 |  |  | 16 |  |  | 11 |  |  | 69 | %
Corporate and other general administrative expenses | 20 |  |  | 18 |  |  | 2 |  |  | 11 | %
Marketing and professional service fees | 13 |  |  | 12 |  |  | 1 |  |  | 8 | %
Depreciation and amortization | 4 |  |  | 3 |  |  | 1 |  |  | 33 | %
Total general and administrative | 64 |  |  | 49 |  |  | 15 |  |  | 31 | %
Total expenses | 231 |  |  | 166 |  |  | 65 |  |  | 39 | %
Other income (expenses) |  |  |  |  |  |  |
Interest income | 23 |  |  | 34 |  |  | (11) |  |  | (32) | %
Interest expense | (25) |  |  | (27) |  |  | 2 |  |  | (7) | %
Total other (expenses) income, net | (2) |  |  | 7 |  |  | (9) |  |  | (129) | %
Income before income tax expense | $ | 362 |  |  | $ | 158 |  |  | $ | 204 |  |  | 129 | %
Weighted average note rate - mortgage loans held for sale | 2.9 | % |  | 3.8 | % |  | (0.9) | % |  | (24) | %
Weighted average cost of funds (excluding facility fees) | 2.2 | % |  | 3.2 | % |  | (1.0) | % |  | (31) | %

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Table 13. Originations - Key Metrics

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
Key Metrics |  |  |  |  |  |  |
Consumer direct lock pull through adjusted volume(1) | $ | 10,322 |  |  | $ | 7,423 |  |  | $ | 2,899 |  |  | 39 | %
Other locked pull through adjusted volume(1) | 12,945 |  |  | 5,254 |  |  | 7,691 |  |  | 146 | %
Total pull through adjusted lock volume | $ | 23,267 |  |  | $ | 12,677 |  |  | $ | 10,590 |  |  | 84 | %
Funded volume | $ | 25,133 |  |  | $ | 12,359 |  |  | $ | 12,774 |  |  | 103 | %
Volume of loans sold | $ | 26,311 |  |  | $ | 13,255 |  |  | $ | 13,056 |  |  | 98 | %
Recapture percentage(2) | 31.0 | % |  | 29.8 | % |  | 1.2 | % |  | 4 | %
Refinance recapture percentage(3) | 36.5 | % |  | 37.5 | % |  | (1.0) | % |  | (3) | %
Purchase as a percentage of funded volume | 12.2 | % |  | 26.0 | % |  | (13.8) | % |  | (53) | %
Value of capitalized servicing on retained settlements | 128 | bps |  | 137 | bps |  | (9) | bps |  | (7) | %
Originations Margin |  |  |  |  |  |  |
Revenue | $ | 595 |  |  | $ | 317 |  |  | $ | 278 |  |  | 88 | %
Pull through adjusted lock volume | $ | 23,267 |  |  | $ | 12,677 |  |  | $ | 10,590 |  |  | 84 | %
Revenue as a percentage of pull through adjusted lock volume(4) | 2.56 | % |  | 2.50 | % |  | 0.06 | % |  | 2 | %
Expenses(5) | $ | 233 |  |  | $ | 159 |  |  | $ | 74 |  |  | 47 | %
Funded volume | $ | 25,133 |  |  | $ | 12,359 |  |  | $ | 12,774 |  |  | 103 | %
Expenses as a percentage of funded volume(6) | 0.93 | % |  | 1.29 | % |  | (0.36) | % |  | (28) | %
Originations Margin | 1.63 | % |  | 1.21 | % |  | 0.42 | % |  | 35 | %

(1)Pull through adjusted volume represents the expected funding from locks taken during the period.
(2)Recapture percentage includes new loan originations for both purchase and refinance transactions where borrower retention and/or property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.
(3)Refinance recapture percentage includes new loan originations for refinance transactions where borrower retention and property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.
(4)Calculated on pull-through adjusted lock volume as revenue is recognized at the time of loan lock.
(5)Expenses include total expenses and total other income (expenses), net.
(6)Calculated on funded volume as expenses are incurred based on closing of the loan.
Income before income tax expense increased for the three months ended March 31, 2021 as compared to 2020 primarily due to an increase in total revenues driven by origination volume growth due to the low interest rate environment. The Originations Margin for the three months ended March 31, 2021 increased as compared to 2020 primarily due to a lower expenses ratio as a percentage of funded volume driven by operational efficiencies.
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Originations Segment Revenues
Total revenues increased during the three months ended March 31, 2021 compared to 2020 primarily driven by higher origination volumes in a lower interest rate environment, primarily from the DTC channel. Total revenue increased $278 or 88% period over period as total pull through adjusted lock volume increased 84% during the same period. There were no material changes for repurchase reserves.
Originations Segment Expenses
Total expenses during the three months ended March 31, 2021 increased when compared to 2020 primarily due to growth in origination volumes. The origination volume growth contributed to the increase in salaries, wages and benefits, due to increased compensation and headcount related costs.
Originations Segment Other Income (Expenses), Net
Interest income relates primarily to mortgage loans held for sale. Interest expense is associated with the warehouse facilities utilized to finance newly originated loans.
Interest income during the three months ended March 31, 2021 decreased when compared to 2020 primarily driven by a lower average note rate on mortgage loans held for sale.

Xome Segment

Xome is a real estate services company that provides services for mortgage originators and servicers, including Mr. Cooper, as well as mortgage and real estate investors. Xome generates fee income that complements our servicing and origination businesses without requiring a significant amount of capital or exposing us to the same level of interest rate or credit risk.
Xome is organized into three divisions: Exchange, Title and Solutions.
•The Exchange division consists of the Xome.com auction platform which utilizes proprietary technology designed to provide efficient execution for sales of foreclosed properties.
•The Title division is a tech-enabled platform and offers an extensive product suite including origination, home equity, and default with centralized title production. Title insurance workflow is enhanced via X1 Analytics proprietary automated title data and decision engine. On March 12, 2021, we entered into an agreement to sell the title business. The sale is expected to close during the second quarter of 2021. For more information, see Note 1, Nature of Business and Basis of Presentation, in the Notes to the Condensed Consolidated Financial Statements (unaudited).
•The Solutions division consists of field services, collateral valuation, recapture and data analytic solutions to improve purchase, refinance and default transactions.
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The following tables set forth the results of operations for the Xome segment:

Table 14. Xome Segment Results of Operations

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
Xome - Operations |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |
Exchange | $ | 5 |  |  | $ | 16 |  |  | $ | (11) |  |  | (69) | %
Title | 56 |  |  | 43 |  |  | 13 |  |  | 30 | %
Solutions | 35 |  |  | 47 |  |  | (12) |  |  | (26) | %
Total revenues | 96 |  |  | 106 |  |  | (10) |  |  | (9) | %
Expenses: |  |  |  |  |  |  |
Salaries, wages and benefits | 29 |  |  | 35 |  |  | (6) |  |  | (17) | %
General and administrative |  |  |  |  |  |  |
Operational expenses | 55 |  |  | 58 |  |  | (3) |  |  | (5) | %
Depreciation and amortization | 3 |  |  | 3 |  |  | — |  |  | — | %
Total general and administrative | 58 |  |  | 61 |  |  | (3) |  |  | (5) | %
Total expenses | 87 |  |  | 96 |  |  | (9) |  |  | (9) | %
Total other income, net | — |  |  | 1 |  |  | (1) |  |  | (100) | %
Income before income tax expense | $ | 9 |  |  | $ | 11 |  |  | $ | (2) |  |  | (18) | %
Pre-tax margin | 9.4 | % |  | 10.4 | % |  | (1.0) | % |  | (10) | %
Key Metrics |  |  |  |  |  |  |
Exchange properties sold | 710 |  |  | 2,114 |  |  | (1,404) |  |  | (66) | %
Average Exchange properties under management | 14,210 |  |  | 17,777 |  |  | (3,567) |  |  | (20) | %
Title completed orders | 188,356 |  |  | 230,648 |  |  | (42,292) |  |  | (18) | %
Solutions completed orders | 546,552 |  |  | 430,726 |  |  | 115,826 |  |  | 27 | %
Percentage of revenue earned from third-party customers | 48.2 | % |  | 54.6 | % |  | (6.4) | % |  | (12) | %

Income before income tax expense decreased during the three months ended March 31, 2021 as compared to 2020 primarily due to a decrease in total revenues, partially offset by a decrease in total expenses. The decrease in total revenues was driven by a decrease in Solutions revenues primarily due to a shift in product mix with lower third party originations and default appraisals and a decrease in Exchange revenues due to the decrease in defaults and foreclosures nationwide related to the CARES Act. The decrease in total revenues was partially offset by an increase in Title revenues primarily driven by a shift in product mix with higher Title origination orders. The decrease in total expenses was primarily due to a decrease in salaries, wages and benefits driven by operational efficiencies.
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Corporate/Other

Corporate/Other represents unallocated overhead expenses, including the costs of executive management and other corporate functions that are not directly attributable to our operating segments, and interest expense on our unsecured senior notes.
The following table set forth the selected financial results for Corporate/Other:

Table 15. Corporate/Other Selected Financial Results

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
Corporate/Other - Operations |  |  |  |  |  |  |
Total expenses | $ | 26 |  |  | $ | 33 |  |  | $ | (7) |  |  | (21) | %
Interest expense | 30 |  |  | 52 |  |  | (22) |  |  | (42) | %

Total expenses decreased in the three months ended March 31, 2021 as compared to 2020 primarily due to a decrease in general and administrative expense. General and administrative expense was higher in the three months ended March 31, 2020 due to an $8 loss on impairment of assets in connection with an ancillary business and higher legal reserves. The decrease in total expenses was partially offset by higher salaries, wages and benefits primarily driven by an increase in stock based compensation and severance.
Interest expense decreased in the three months ended March 31, 2021 as compared to 2020 primarily due to a decrease in interest expense on unsecured senior notes as a result of repayment and redemption in 2020 of the unsecured senior notes due 2021, 2022, 2023 and 2026 and the issuance in 2020 of the unsecured senior notes due 2027, 2028 and 2030 at lower interest rates.
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Liquidity and Capital Resources

We measure liquidity by unrestricted cash and availability of borrowings on our MSR facilities and other facilities. We held cash and cash equivalents on hand of $674 as of March 31, 2021 compared to $695 as of December 31, 2020. During the three months ended March 31, 2021, we bought back 4.5 million shares of our outstanding common stocks as part of the $210 stock repurchase program.
We have sufficient borrowing capacity to support our operations. As of March 31, 2021, total available borrowing capacity was $14,680, of which $7,292 was unused. Specifically, in regards to the MSR facilities as of March 31, 2021, we had $1,827 collateral pledged against the facilities, of which we could borrow an additional $390.
The economic impact of the COVID-19 pandemic could continue to result in an increase in servicing advances and liquidity demands related to the utilization of forbearance programs offered by the CARES Act. Forbearance rates have declined since the peak during the second of quarter of 2020. Based on current modeling of expected forbearance rates within our portfolio, we believe that we are well-positioned to manage an increase in advances. As of March 31, 2021, our total advance facility capacity was $2,040, of which $1,402 remained unused. For more information on our MSR and advance facilities, see Note 9, Indebtedness in the Notes to the Condensed Consolidated Financial Statements (unaudited). For non-agency servicing, we are reimbursed for advances relatively quickly, which should limit growth in balances with even higher forbearance rates.
Sources and Uses of Cash
Our primary sources of funds for liquidity include: (i) servicing fees and ancillary revenues; (ii) payments received from sale or securitization of loans; (iii) payments from the liquidation or securitization of our outstanding participating interests in reverse mortgage loans; (iv) advance and warehouse facilities, other secured borrowings and the unsecured senior notes; and (v) payments received in connection with the sale of advance receivables and excess spread.
Our primary uses of funds for liquidity include: (i) funding of servicing advances (ii) originations of loans; (iii) payment of interest expenses; (iv) payment of operating expenses; (v) repayment of borrowings and repurchases or redemptions of outstanding indebtedness; (vi) payments for acquisitions of MSRs; (vii) scheduled and unscheduled draws on our serviced reverse residential mortgage loans; and (viii) payment of our technology expenses.
We believe that our cash flows from operating activities, as well as capacity through existing facilities, provide adequate resources to fund our anticipated ongoing cash requirements. We rely on these facilities to fund operating activities. As the facilities mature, we anticipate renewal of these facilities will be achieved. Future debt maturities will be funded with cash and cash equivalents, cash flow from operating activities and, if necessary, future access to capital markets. We continue to optimize the use of balance sheet cash to avoid unnecessary interest carrying costs.
In addition, derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to originations. See Note 8, Derivative Financial Instruments, in the Notes to the Condensed Consolidated Financial Statements (unaudited) in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our derivative transactions.
In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be variable interest entities (“VIEs”), which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which we transfer assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets. In these securitization transactions, we typically receive cash and/or other interests in the SPE as proceeds for the transferred assets. See Note 10, Securitizations and Financings, in the Notes to the Condensed Consolidated Financial Statements (unaudited) in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our transactions with VIEs and unconsolidated balances, and details of their impact on our condensed consolidated financial statements.
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Cash Flows
The table below presents cash flows information:

Table 16. Cash Flows

| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  | $ Change |  | % Change
Net cash attributable to: |  |  |  |  |  |  |
Operating activities | $ | (76) |  |  | $ | 710 |  |  | $ | (786) |  |  | NM
Investing activities | (82) |  |  | 4 |  |  | (86) |  |  | NM
Financing activities | 180 |  |  | (481) |  |  | 661 |  |  | NM
Net increase in cash, cash equivalents, and restricted cash | $ | 22 |  |  | $ | 233 |  |  | $ | (211) |  |  | (91) | %

NM = Not meaningful or greater than 200% change.
Operating activities
Our operating activities used cash of $76 during the three months ended March 31, 2021 compared to cash generated of $710 in 2020. The change in cash attributable to operating activities was primarily due to an increase of $747 in the cash used from originations net sales activities, as a result of an increase in repurchases of forward loans assets out of Ginnie Mae securitizations, partially offset by an increase in working capital of $161.
Investing activities
Our investing activities used cash of $82 during the three months ended March 31, 2021 compared to cash generated of $4 in 2020. The change in cash attributable to investing activities was primarily due to an increase of $42 in cash used for the purchase of forward mortgage servicing rights and a decrease in cash generated of $42 from proceeds on sale of forward mortgage servicing rights.
Financing activities
Our financing activities generated cash of $180 during the three months ended March 31, 2021 compared to cash used of $481 in 2020. The change in cash attributable to financing activities was primarily due to the increase of $570 in cash generated from advance and warehouse facilities due to net increased borrowing of $613 from advance and warehouse facilities compared to $43 in 2020. Additionally, in 2020, $698 of cash was used in the redemption and repayment of the 2021 and 2022 unsecured senior notes, partially offset by $600 related to the issuance of the 2027 unsecured senior notes. There were no such activities in 2021.
Capital Resources
Capital Structure and Debt
We require access to external financing resources from time to time depending on our cash requirements, assessments of current and anticipated market conditions and after-tax cost of capital. If needed, we believe additional capital could be raised through a combination of issuances of equity, corporate indebtedness, asset-backed acquisition financing and/or cash from operations. Our access to capital markets can be impacted by factors outside our control, including economic conditions.
Financial Covenants
Our credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements. These covenants are measured at our operating subsidiary, Nationstar Mortgage LLC. As of March 31, 2021, we were in compliance with our required financial covenants.
Seller/Servicer Financial Requirements
We are also subject to net worth, liquidity and capital ratio requirements established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers, as summarized below. These requirements apply to our operating subsidiary, Nationstar Mortgage, LLC.
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Minimum Net Worth
▪FHFA - a net worth base of $2.5 plus 25 basis points of outstanding UPB for total loans serviced.
▪Ginnie Mae - a net worth equal to the sum of (i) base of $2.5 plus 35 basis points of the issuer’s total single-family effective outstanding obligations, and (ii) base of $5 plus 1% of the total effective outstanding HMBS obligations.
Minimum Liquidity
•FHFA - 3.5 basis points of total Agency Mortgage Servicing UPB plus incremental 200 basis points of total nonperforming Agency, measured at 90+ delinquencies, servicing in excess of 6% total Agency servicing UPB.
•Ginnie Mae - the greater of $1 or 10 basis points of our outstanding single-family MBS and at least 20% of our net worth requirement for HECM MBS.
Minimum Capital Ratio
▪FHFA and Ginnie Mae - a ratio of Tangible Net Worth to Total Assets (excluding HMBS securitizations) greater than 6%.
Secured Debt to Gross Tangible Asset Ratio
•Ginnie Mae - a secured debt to gross tangible asset ratios no greater than 60%.
As of March 31, 2021, we were in compliance with our seller/servicer financial requirements for FHFA and Ginnie Mae.
Since we have a Ginnie Mae single-family servicing portfolio that exceeds $75 billion in UPB, we are also required to obtain an external primary servicer rating and issuer credit ratings from two different rating agencies and receive a minimum rating of a B or its equivalent. We are permitted to satisfy minimum liquidity requirements using a combination of AAA rated government securities that are marked to market in addition to cash and certain cash equivalents.
In addition, Fannie Mae or Freddie Mac may require capital ratios in excess of stated requirements. Refer to Note 14, Capital Requirements, in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information.

Table 17. Debt

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

Advance Facilities
As part of our normal course of business, we borrow money to fund servicing advances. Our servicing agreements require that we advance our own funds to meet contractual principal and interest payments for certain investors, and to pay taxes, insurance, foreclosure costs and various other items that are required to preserve the assets being serviced. Delinquency rates and prepayment speeds affect the size of servicing advance balances, and we exercise our ability to stop advancing principal and interest where the pooling and servicing agreements permit, where the advance is deemed to be non-recoverable from future proceeds. These servicing requirements affect our liquidity. We rely upon several counterparties to provide us with financing facilities to fund a portion of our servicing advances. As of March 31, 2021, we had a total borrowing capacity of $2,040, of which we could borrow an additional $1,402.
Warehouse and MSR Facilities
Loan origination activities generally require short-term l iquidity in excess of amounts generated by our operations. The loans we originate are financed through several warehouse lines on a short-term basis. We typically hold the loans for approximately 30 days and then sell or place the loans in government securitizations in order to repay the borrowings under the warehouse lines. Our ability to fund current operations depends upon our ability to secure these types of short-term financings on acceptable terms and to renew or replace the financings as they expire. As of March 31, 2021, we had a total borrowing capacity of $11,980 and $660 for warehouse and MSR facilities, of which we could borrow an additional $5,500 and $390, respectively.
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As a servicer for reverse mortgage loans, among other things, we are required to fund borrower draws on the loans. We typically pool borrower draws for approximately 30 days before including them in a HMBS securitization. As of March 31, 2021, unsecuritized borrower draws totale d $77 and our maximum unfunded advance obligation related to these reverse mortgage loans was $2,113.
Unsecured Senior Notes
In 2020, we completed offerings of unsecured senior notes with maturity dates ranging from 2027 to 2030. We pay interest semi-annually to the holders of these notes at interest rates ranging from 5.125% to 6.000%. For more information regarding our indebtedness, see Note 9, Indebtedness, in the Notes to the Condensed Consolidated Financial Statements (unaudited).
Contractual Obligations
As of March 31, 2021, no material changes to our outstanding contractual obligations were made from the amounts previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Critical Accounting Policies and Estimates

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

Other Matters

Recent Accounting Developments
Below lists recently issued accounting pronouncements applicable to us but not yet effective.
Accounting Standards Update 2020-04 and 2021-01, collectively implemented as Accounting Standards Codification Topic 848 (“ASC 848”), Reference Rate Reform provide temporary optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, hedge accounting and other transactions affected by the transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. If LIBOR ceases to exist or if the methods of calculating LIBOR change from current methods for any reasons, interest rates on our floating rate loans, obligation derivatives, and other financial instruments tied to LIBOR rates, may be affected and need renegotiation with its lenders. In January 2021, ASU 2021-01 was issued to clarify that all derivatives instruments affected by changes to the interests rates used for discounting, margining alignment due to reference rate reform are in scope of ASC 848. ASU 2020-04 and ASU 2021-01 are effective March 2020 and January 2021, respectively, through December 31, 2022. We are currently assessing the impact of ASU 2020-04 and ASU 2020-01 on our consolidated financial statements.
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GLOSSARY OF TERMS
This Glossary of Terms defines some of the terms that are used throughout this report and does not represent a complete list of all defined terms used.
Advance Facility. A secured financing facility to fund advance receivables which is backed by a pool of mortgage servicing advance receivables made by a servicer to a certain pool of mortgage loans.
Agency. Government entities guaranteeing the mortgage investors that the principal amount of the loan will be repaid; the Federal Housing Administration, the Department of Veterans Affairs, the US Department of Agriculture and Ginnie Mae (and collectively, the “Agencies”)
Agency Conforming Loan. A mortgage loan that meets all requirements (loan type, maximum amount, LTV ratio and credit quality) for purchase by Fannie Mae, Freddie Mac, or insured by the FHA, USDA or guaranteed by the VA or sold into Ginnie Mae.
Asset-Backed Securities (“ABS”). A financial security whose income payments and value is derived from and collateralized (or “backed”) by a specified pool of underlying receivables or other financial assets.
Bulk acquisitions or purchases. MSR portfolio acquired on non-retained basis through an open market bidding process.
Base Servicing Fee. The servicing fee retained by the servicer, expressed in basis points, in an excess MSR arrangement in exchange for the provision of servicing functions on a portfolio of mortgage loans, after which the servicer and the co-investment partner share the excess fees on a pro rata basis.
Conventional Mortgage Loans. A mortgage loan that is not guaranteed or insured by the FHA, the VA or any other government agency. Although a conventional loan is not insured or guaranteed by the government, it can still follow the guidelines of GSEs and be sold to the GSEs.
Correspondent lender, lending channel or relationship. A correspondent lender is a lender that funds loans in their own name and then sells them off to larger mortgage lenders. A correspondent lender underwrites the loans to the standards of an investor and provides the funds at close.
Delinquent Loan. A mortgage loan that is 30 or more days past due from its contractual due date.
Department of Veterans Affairs (“VA”). The VA is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers eligible for securitization with GNMA.
Direct-to-consumer originations (“DTC”). A type of mortgage loan origination pursuant to which a lender markets refinancing and purchase money mortgage loans directly to selected consumers through telephone call centers, the Internet or other means.
Excess Servicing Fees. In an excess MSR arrangement, the servicing fee cash flows on a portfolio of mortgage loans after payment of the base servicing fee.
Excess Spread. MSRs with a co-investment partner where the servicer receives a base servicing fee and the servicer and co-investment partner share the excess servicing fees. This co-investment strategy reduces the required upfront capital from the servicer when purchasing or investing in MSRs.
Federal National Mortgage Association (“Fannie Mae” or “FNMA”). FNMA was federally chartered by the U.S. Congress in 1938 to support liquidity, stability, and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae buys mortgage loans from lenders and resells them as mortgage-backed securities in the secondary mortgage market.
Federal Housing Administration (“FHA”). The FHA is a U.S. federal government agency within the Department of Housing and Urban Development (HUD). It provides mortgage insurance on loans made by FHA-approved lenders in compliance with FHA guidelines throughout the United States.
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Federal Housing Finance Agency (“FHFA”). A U.S. federal government agency that is the regulator and conservator of Fannie Mae and Freddie Mac and the regulator of the 12 Federal Home Loan Banks.
Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”). Freddie Mac was chartered by Congress in 1970 to stabilize the nation’s residential mortgage markets and expand opportunities for homeownership and affordable rental housing. Freddie Mac participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities.
Forbearance. An agreement between the mortgage servicer or lender and borrower for a temporary postponement of mortgage payments. It is a form of repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
Government National Mortgage Association (“Ginnie Mae” or “GNMA”). GNMA is a self-financing, wholly owned U.S. Government corporation within HUD. Ginnie Mae guarantees the timely payment of principal and interest on MBS backed by federally insured or guaranteed loans - mainly loans insured by the FHA or guaranteed by the VA. Ginnie Mae securities are the only MBS to carry the full faith and credit guarantee of the U.S. federal government.
Government-Sponsored Enterprise (“GSE”). Certain entities established by the U.S. Congress to provide liquidity, stability and affordability in residential housing. These agencies are Fannie Mae, Freddie Mac and the 12 Federal Home Loan Banks.
Home Equity Conversion Mortgage (“HECM”). Reverse mortgage loans issued by FHA. HECMs provide seniors aged 62 and older with a loan secured by their home which can be taken as a lump sum, line of credit, or scheduled payments. HECM loan balances grow over the loan term through borrower draws of scheduled payments or line of credit draws as well as through the accrual of interest and FHA mortgage insurance premiums. In accordance with FHA guidelines, HECMs are designed to repay through foreclosure and subsequent liquidation of loan collateral after the loan becomes due and payable. Shortfalls experienced by the servicer of the HECM through the foreclosure and liquidation process can be claimed to FHA in accordance with applicable guidelines.
HECM mortgage-backed securities (“HMBS”). A type of asset-backed security that is secured by a group of HECM loans.
Interest Rate Lock Commitments (“IRLC”). Agreements under which the interest rate and the maximum amount of the mortgage loan are set prior to funding the mortgage loan.
Loan Modification. Temporary or permanent modifications to loan terms with the borrower, including the interest rate, amortization period and term of the borrower’s original mortgage loan. Loan modifications are usually made to loans that are in default, or in imminent danger of defaulting.
Loan-to-Value Ratio (“LTV”). The unpaid principal balance of a mortgage loan as a percentage of the total appraised or market value of the property that secures the loan. An LTV over 100% indicates that the UPB of the mortgage loan exceeds the value of the property.
Lock period. A set of periods of time that a lender will guarantee a specific rate is set prior to funding the mortgage loan.
Loss Mitigation. The range of servicing activities provided by a servicer in an attempt to minimize the losses suffered by the owner of a defaulted mortgage loan. Loss mitigation techniques include short-sales, deed-in-lieu of foreclosures and loan modifications, among other options.
Mortgage-Backed Securities (“MBS”). A type of asset-backed security that is secured by a group of mortgage loans.
Mortgage Servicing Right (“MSRs”). The right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSRs may be bought and sold, resulting in the transfer of loan servicing obligations. MSRs are designated as such when the benefits of servicing the loans are expected to adequately compensate the servicer for performing the servicing.
MSR Facility. A line of credit backed by mortgage servicing rights that is used for financing purposes. In certain cases, these lines may be a sub-limit of another warehouse facility or alternatively exist on a stand-alone basis. These facilities allow for same or next day draws at the request of the borrower.
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Mortgage Servicing Liability (“MSL”). The right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSLs may be bought and sold, resulting in the transfer of loan servicing obligations. MSLs are designated as such when the benefits of servicing the loans are not expected to adequately compensate the servicer for performing the servicing.
Non-Conforming Loan. A mortgage loan that does not meet the standards of eligibility for purchase or securitization by Fannie Mae, Freddie Mac or Ginnie Mae.
Originations. The process through which a lender provides a mortgage loan to a borrower.
Pull through adjusted lock volume. Represents the expected funding from locks taken during the period.
Prepayment Speed. The rate at which voluntary mortgage prepayments occur or are projected to occur. The statistic is calculated on an annualized basis and expressed as a percentage of the outstanding principal balance.
Primary Servicer. The servicer that owns the right to service a mortgage loan or pool of mortgage loans. This differs from a subservicer, which has a contractual agreement with the primary servicer to service a mortgage loan or pool of mortgage loans in exchange for a subservicing fee based upon portfolio volume and characteristics.
Prime Mortgage Loan. Generally, a high-quality mortgage loan that meets the underwriting standards set by Fannie Mae or Freddie Mac and is eligible for purchase or securitization in the secondary mortgage market. Prime Mortgage loans generally have lower default risk and are made to borrowers with excellent credit records and a monthly income at least three to four times greater than their monthly housing expenses (mortgage payments plus taxes and other debt payments) as well as significant other assets. Mortgages not classified as prime mortgage loans are generally called either sub-prime or Alt-A.
Private Label Securitizations. Securitizations that do not meet the criteria set by Fannie Mae, Freddie Mac or Ginnie Mae.
Real Estate Owned (”REO”). Property acquired by the servicer on behalf of the owner of a mortgage loan or pool of mortgage loans, usually through foreclosure or a deed-in-lieu of foreclosure on a defaulted loan. The servicer or a third-party real estate management firm is responsible for selling the REO. Net proceeds of the sale are returned to the owner of the related loan or loans. In most cases, the sale of REO does not generate enough to pay off the balance of the loan underlying the REO, causing a loss to the owner of the related mortgage loan.
Recapture. The refinancing of a loan currently in 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.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Refer to the discussion included in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes in the types of market risks faced by us since December 31, 2020. Our market risks include the broad effects of the COVID-19 pandemic. While the pandemic’s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, the pandemic and governmental programs created as a response to the pandemic, has affected and will continue to affect our business, financial conditions and results of operations.
Sensitivity Analysis
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates.
We use a duration-based model in determining the impact of interest rate shifts on our loan portfolio, certain other interest-bearing liabilities measured at fair value and interest rate derivatives portfolios. The primary assumption used in these models is that an increase or decrease in the benchmark interest rate produces a parallel shift in the yield curve across all maturities.
We utilize a discounted cash flow analysis to determine the fair value of MSRs and the impact of parallel interest rate shifts on MSRs. The discounted cash flow model incorporates prepayment speeds, discount rate, costs to service, and other assumptions (including delinquencies, ancillary revenues, float earnings and forbearance rates) that management believes are consistent with the assumptions that other similar market participants use in valuing the MSRs. The key assumptions to determine fair value include prepayment speed, discount rate and cost to service. However, this analysis ignores the impact of interest rate changes on certain material variables, such as the benefit or detriment on the value of future loan originations, non-parallel shifts in the spread relationships between MBS, swaps and U.S. Treasury rates and changes in primary and secondary mortgage market spreads. For mortgage loans, IRLCs and forward delivery commitments on MBS, we rely on a model in determining the impact of interest rate shifts. In addition, the primary assumption used for IRLCs, is the borrower’s propensity to close their mortgage loans under the commitment.
Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.
We used March 31, 2021 market rates on our instruments to perform the sensitivity analysis. The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in fair value may not be linear.
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The following table summarizes the estimated change in the fair value of our assets and liabilities sensitive to interest rates as of March 31, 2021 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.

Table 18. Change in Fair Value

| March 31, 2021
Down 25 bps |  | Up 25 bps
Increase (decrease) in assets |  |  |
Mortgage servicing rights at fair value | $ | (182) |  |  | $ | 191 |
Mortgage loans held for sale at fair value | 43 |  |  | (48) |
Derivative financial instruments: |  |  |
Interest rate lock commitments | 68 |  |  | (79) |
Forward MBS trades | (135) |  |  | 152 |
Total change in assets | (206) |  |  | 216 |
Increase (decrease) in liabilities |  |  |
Mortgage servicing rights financing at fair value | (3) |  |  | 3 |
Excess spread financing at fair value | (23) |  |  | 26 |
Derivative financial instruments: |  |  |
Interest rate lock commitments | (41) |  |  | 46 |
Forward MBS trades | 18 |  |  | (20) |
Total change in liabilities | (49) |  |  | 55 |
Total, net change | $ | (157) |  |  | $ | 161 |

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of March 31, 2021.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, our disclosure controls and procedures are effective. Disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2021, no changes in our internal control over financial reporting occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our material legal proceedings, see Note 15, Commitments and Contingencies, of the Notes to the Condensed Consolidated Financial Statements within Part I, Item 1. Financial Statements, of this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes or additions to the risk factors previously disclosed under “Risk Factors” included in our Annual Report on Form 10-K filed for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 30, 2020, we announced that ou r Board of Directors authorized the repurchase of up to $100 of our outstanding common stock. On March 25, 2021, our Board of Directors authorized a $110 increase to the original repurchase authorization for an aggregate repurchase authorization of $210 under our stock repurchase program. The stock repurchase program may be suspended, modified or discontinued at any time at our discretion. During the three months ended March 31, 2021, we repurchased shares of our common stock at a total cost of $148 under our share repurchase program. The number and average price of shares purchased are set forth in the table below:

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

(1)On March 26, 2021, we repurchased 3,700 thousand shares of our common stock from affiliates of our related party, Kohlberg Kravis Roberts & Co. L.P., for a total cost of $119 or $32.25 per share.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits

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

** Management, contract, compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | MR. COOPER GROUP INC.
April 29, 2021 |  | /s/ Jay Bray
Date |  | Jay Bray Chief Executive Officer (Principal Executive Officer)
April 29, 2021 |  | /s/ Christopher G. Marshall
Date |  | Christopher G. Marshall Vice Chairman & Chief Financial Officer (Principal Financial and Accounting Officer)

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