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Securitization and Variable Interests | 12 Months Ended
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Dec. 31, 2013
Transfers and Servicing [Abstract] |
Securitizations and Variable Interest Entities | Note 2 — Securitizations and Variable Interest Entities We securitize, sell and service forward and reverse residential mortgage loans and regularly transfer financial assets in connection with asset-backed financing arrangements. We have aggregated these securitizations and asset-backed financing arrangements into two groups: (1) securitizations of residential mortgage loans and (2) financings of advances on loans serviced for others. We have determined that the SPEs created in connection with our match funded financing facilities are VIEs of which we are the primary beneficiary. We also determined that we were the primary beneficiary for certain residential mortgage loan securitization trusts which were subsequently derecognized on December 31, 2012, upon sale of our retained interests to a third party. Securitizations of Residential Mortgage Loans Currently, we securitize forward and reverse residential mortgage loans involving the GSEs and Ginnie Mae. We retain the right to service these loans and receive servicing fees based upon the securitized loan balances and certain ancillary fees, all of which are reported in Servicing and subservicing fees on the Consolidated Statements of Operations. In prior years, we securitized residential mortgage loans through private label securitization trusts. We continued to be involved with the securitization trusts, typically by acting as the servicer or sub-servicer for the loans held by the trust and by retaining a beneficial ownership interest in the securitization trust. The beneficial interests that we held consisted of both subordinate and residual securities that were either retained at the time of the securitization or subsequently acquired. We also acquired residual and subordinated interests in trusts where we were not the transferor but were the servicer. In December 2012, we sold the beneficial interests that we held in four securitization trusts that we had included in our consolidated financial statements and deconsolidated these securitization trusts. All assets and liabilities associated with the trusts were derecognized. We have no obligation to provide financial support to unconsolidated securitization trusts and have provided no such support. The beneficial owners of the trusts can look only to the assets of the securitization trusts for satisfaction of the debt issued by the securitization trusts and have no recourse against the assets of Ocwen. The general creditors of Ocwen have no claim on the assets of the trusts. Transfers of Forward Loans We sell or securitize forward loans that we originate or that we purchase from third parties, generally in the form of mortgage-backed securities guaranteed by the GSEs or Ginnie Mae. Securitization usually occurs within 30 days of loan closing or purchase. We retain servicing rights associated with the transferred loans and receive a servicing fee for services provided. We act only as a fiduciary and do not have a variable interest in the securitization trusts. As a result, we account for these transactions as sales upon transfer. We report the gain or loss on the transfer of the loans held for sale in Gain on loans held for sale, net in the Consolidated Statements of Operations along with changes in fair value of the loans and the gain or loss on the related derivatives. See Note 19 — Derivative Financial Instruments and Hedging Activities for information on these derivative financial instruments. We include all changes in loans held for sale and related derivative balances in operating activities in the Consolidated Statements of Cash Flows. The following table presents a summary of cash flows received from and paid to securitization trusts related to transfers accounted for as sales that were outstanding during 2013:
Proceeds received from securitizations | $ | 7,871,481 |
Servicing fees collected | 20,333 |
Purchases of previously transferred assets, net of claims reimbursed | (358 | )
| $ | 7,891,456 |
In connection with these transfers, we recorded MSRs of $74.8 million during 2013. We initially record the MSRs at fair value and subsequently account for them at amortized cost. See Note 9 — Mortgage Servicing for information relating to MSRs. Certain obligations arise from agreements associated with our transfers of loans. Under these agreements, we may be obligated to repurchase the loans, or otherwise indemnify or reimburse the investor or insurer for losses incurred due to material breach of contractual representations and warranties. See Note 16 — Other Liabilities for further information. The following table presents the carrying amounts of our assets that relate to our continuing involvement with forward loans that we have transferred with servicing rights retained as well as our maximum exposure to loss including the UPB of the transferred loans at December 31:
| 2013 |  | 2012
Carrying value of assets: |  |  |
Mortgage servicing rights, at amortized cost | $ | 44,615 |  |  | $ | — |
Mortgage servicing rights, at fair value | 3,075 |  |  | 2,908 |
Advances and match funded advances | 15,888 |  |  | — |
Unpaid principal balance of loans transferred (1) | 5,641,277 |  |  | 238,010 |
Maximum exposure to loss | $ | 5,704,855 |  |  | $ | 240,918 |
(1) | The UPB of the loans transferred is the maximum exposure to loss under our standard representations and warranties obligations.
At December 31, 2013, 2.6% of the transferred residential loans that we serviced were 60 days or more past due. During 2013, there were no charge-offs, net of recoveries, associated with these transferred loans. Transfers of Reverse Mortgages We are an approved issuer of Ginnie Mae Home Equity Conversion Mortgage-Backed Securities (HMBS) that are guaranteed by Ginnie Mae. We originate Home Equity Conversion Mortgages (HECMs, or reverse mortgages) that are insured by the FHA. We then pool the loans into HMBS that we sell into the secondary market with servicing rights retained. We have determined that loan transfers in the HMBS program do not meet the definition of a participating interest because of the servicing requirements in the product that require the issuer/servicer to absorb some level of interest rate risk, cash flow timing risk and incidental credit risk. As a result, the transfers of the HECMs do not qualify for sale accounting, and we, therefore, account for these transfers as financings. Under this accounting treatment, the HECMs are classified as Loans held for investment - reverse mortgages, at fair value, on our Consolidated Balance Sheets. We record the proceeds from the transfer of assets as secured borrowings (HMBS-related borrowings) in Financing liabilities and recognize no gain or loss on the transfer. Holders of participating interests in the HMBS have no recourse against the assets of Ocwen, except for standard representations and warranties and our contractual obligation to service the HECMs and the HMBS. We have elected to measure the HECMS and HMBS-related borrowings at fair value. The changes in fair value of the HECMs and HMBS-related borrowings are included in Other revenues in our Consolidated Statements of Operations. Included in net fair value gains on the HECMs and related HMBS borrowings are the interest income that we expect to be collected on the HECMs and the interest expense that we expect to be paid on the HMBS-related borrowings. We report originations and collections of HECMs in investing activities in the Consolidated Statements of Cash Flows. We report net fair value gains on HECMs and the related HMBS borrowings as an adjustment to the net cash provided by or used in operating activities in the Consolidated Statements of Cash Flows. Proceeds from securitizations of HECMs and payments on HMBS-related borrowings are included in financing activities in the Consolidated Statements of Cash Flows. At December 31, 2013, we had HMBS-related borrowings of $615.6 million and HECMs pledged as collateral to the pools of $618.0 million. See Note 5 — Fair Value for a reconciliation of the changes in fair value for the year ended December 31, 2013. Financings of Advances on Loans Serviced for Others Match funded advances on loans serviced for others result from our transfers of residential loan servicing advances to SPEs in exchange for cash. We consolidate these SPEs either because the transfers do not qualify for sales accounting treatment or because Ocwen is the primary beneficiary of the SPE. These SPEs issue debt supported by collections on the transferred advances. We make these transfers under the terms of our advance facility agreements. We classify the transferred advances on our Consolidated Balance Sheet as Match funded advances and the related liabilities as Match funded liabilities. The SPEs use collections of the pledged advances to repay principal and interest and to pay the expenses of the SPE. Holders of the debt issued by these entities can look only to the assets of the SPE for satisfaction of the debt and have no recourse against Ocwen. However, Ocwen and OLS have guaranteed the payment of the obligations under the securitization documents of one of the entities. The maximum amount payable under the guarantee is limited to 10% of the notes outstanding at the end of the facility’s revolving period in December 2014. The entity to which this guarantee applies had $33.2 million of notes outstanding at December 31, 2013. Ocwen and OLS had previously guaranteed the payment of obligations under the securitization documents of one additional entity; however, in July 2013, the notes outstanding under this facility were repaid, and the facility was terminated. The assets and liabilities of the advance financing SPEs are comprised solely of Match funded advances, Debt service accounts, Match funded liabilities and amounts due to affiliates. Amounts due to affiliates are eliminated in consolidation. See Note 8 — Match Funded Advance s, Note 13 — Debt Service Accounts and Note 15 — Borrowings for additional information. Note 9 — Mortgage Servicing MSRs are comprised of the following at December 31:
| 2013 |  | 2012
MSRs - Amortization method | $ | 1,953,352 |  |  | $ | 678,937 |
MSRs - Fair value measurement method | 116,029 |  |  | 85,213 |
| $ | 2,069,381 |  |  | $ | 764,150 |
Mortgage Servicing Rights – Amortization Method Servicing Assets. The following tables summarize the activity in the carrying value of amortization method servicing assets for the years ended December 31:
|  | 2013 |  | 2012 |  | 2011
Beginning balance |  | $ | 678,937 |  |  | $ | 293,152 |  |  | $ | 193,985 |
Additions recognized in connection with business acquisitions: |  |  |  |  |  |  |  |
ResCap Acquisition (1) |  | 389,944 |  |  | — |  |  | — |
Liberty Acquisition (1) |  | 2,840 |  |  | — |  |  | — |
Homeward Acquisition (1) |  | — |  |  | 278,069 |  |  | — |
Litton Acquisition (1) |  | — |  |  | — |  |  | 144,314 |
Additions recognized in connection with asset acquisitions: |  |  |  |  |  |
Ally MSR Transaction (2) |  | 683,787 |  |  | — |  |  | — |
OneWest MSR Transaction (3) |  | 398,804 |  |  | — |  |  | — |
Greenpoint MSR Transaction (4) |  | 33,647 |  |  | — |  |  | — |
Saxon |  | — |  |  | 77,881 |  |  | — |
JPMorgan |  | — |  |  | 23,445 |  |  | — |
Bank of America |  | — |  |  | 64,569 |  |  | — |
Other |  | 8,764 |  |  | 16,084 |  |  | — |
Additions recognized on the sale of mortgage loans |  | 74,784 |  |  | — |  |  | — |
Sales (5) |  | (28,403 | ) |  | — |  |  | — |
Servicing transfers and adjustments |  | (8,883 | ) |  | (4 | ) |  | — |
Change in valuation allowance |  | 2,375 |  |  | (88 | ) |  | 574 |
Amortization (6) |  | (283,244 | ) |  | (74,171 | ) |  | (45,721 | )
Ending balance |  | $ | 1,953,352 |  |  | $ | 678,937 |  |  | $ | 293,152 |
Estimated fair value at end of year |  | $ | 2,441,719 |  |  | $ | 743,830 |  |  | $ | 340,015 |
(1) | See Note 3 — Business Acquisitions for additional information regarding MSRs recognized in connection with business acquisitions.
(2) | The acquired MSRs relate to mortgage loans with a UPB of $87.5 billion owned by Freddie Mac and Fannie Mae. We also acquired servicing advances and other receivables of $73.6 million. Prior to the closing, we subserviced the related MSRs on behalf of Ally Bank. We assumed the origination representation and warranty obligations of approximately $136.7 million in connection with a majority of the acquired MSRs. We had been subservicing these MSRs on behalf of Ally under a subservicing contract that we assumed in connection with the ResCap Acquisition. No operations, entities or other assets were acquired in the transaction.
(3) | The acquired MSRs relate to mortgage loans with a UPB of approximately $69.0 billion and related servicing advance receivables of $2.1 billion acquired in the OneWest MSR Transaction. No operations or other assets were purchased in the transaction. As part of the OneWest MSR Transaction, both the seller and OLS have agreed to indemnification provisions for the benefit of the other party. The OneWest MSR Transaction closed in stages, and the majority of loans were boarded onto our primary servicing platform as of December 31, 2013. Each closing is subject to, among other things, receipt of certain investor and third party consents and customary closing conditions.
(4) | The acquired MSRs relate to mortgage loans with a UPB of approximately $6.3 billion and related servicing advance receivables of $422.1 million.
(5) | Cash proceeds from the sale were $34.8 million. These MSRs were sold with subservicing retained. The gain on the sale of $5.1 million has been deferred and will be recognized in earnings over the life of the subservicing contract.
(6) | In the Consolidated Statement of Operations, Amortization of mortgage servicing rights is reported net of the amortization of servicing liabilities and includes the amount of charges we recognized to increase servicing liability obligations.
As disclosed in Note 4 — Sales of Advances and MSRs, we sold certain Rights to MSRs during 2012 and 2013 as part of the HLSS Transactions which did not qualify as sales for accounting purposes. The carrying value of the related MSRs which have not been derecognized at December 31, 2013 and 2012 was $455.4 million and $273.0 million, respectively. In addition, at December 31, 2013, MSRs with a carrying value of $48.2 million were pledged to secure the promissory note under our MSR financing facility. See Note 15 — Borrowings for additional information regarding this facility. The estimated amortization expense for MSRs, calculated based on assumptions used at December 31, 2013, is projected as follows over the next five years:
2014 | $ | 326,583 |
2015 | 276,893 |
2016 | 234,207 |
2017 | 194,053 |
2018 | 160,804 |
Servicing Liabilities. Servicing liabilities are included in Other liabilities. See Note 16 — Other Liabilities for additional information. Mortgage Servicing Rights—Fair Value Measurement Method This portfolio comprises servicing rights for which we elected the fair value option and includes Agency forward residential mortgage loans for which we previously hedged the related market risks. We acquired these MSRs as part of the Homeward Acquisition. The following table summarizes the activity related to fair value servicing assets for the years ended December 31:
| 2013 |  | 2012
Beginning balance | $ | 85,213 |  |  | $ | — |
Amount recognized in connection with the Homeward Acquisition (1) | — |  |  | 82,275 |
Additions recognized on the sale of residential mortgage loans | — |  |  | 2,908 |
Changes in fair value (2): |  |  |
Changes in market value assumptions | 44,199 |  |  | 30 |
Realization of cash flows and other changes | (13,383 | ) |  | — |
Ending balance | $ | 116,029 |  |  | $ | 85,213 |
(1) | See Note 3 — Business Acquisitions for additional information.
(2) | Changes in fair value are recognized in Servicing and origination expense in the Consolidated Statements of Operations.
Because the mortgages underlying these MSRs permit the borrowers to prepay the loans, the value of the MSRs generally tends to diminish in periods of declining interest rates (as prepayments increase) and increase in periods of rising interest rates (as prepayments decrease). The following table summarizes the estimated change in the value of the MSRs that we carry at fair value as of December 31, 2013 given hypothetical instantaneous parallel shifts in the yield curve:
| Adverse change in fair value
| 10% |  | 20%
Weighted average prepayment speeds | $ | (7,995 | ) |  | $ | (15,713 | )
Discount rate (Option-adjusted spread) | $ | (4,497 | ) |  | $ | (8,659 | )
The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates. Portfolio of Assets Serviced The following table presents the composition of our servicing and subservicing portfolios by type of property serviced as measured by UPB. The servicing portfolio represents loans for which we own the MSRs while subservicing represents all other loans. The UPB of assets serviced for others are not included on our Consolidated Balance Sheet.
| Residential |  | Commercial |  | Total
UPB at December 31, 2011 |  |  |  |  |  |  |  |
Servicing | $ | 78,675,160 |  |  | $ | — |  |  | $ | 78,675,160 |
Subservicing | 23,524,062 |  |  | 290,863 |  |  | 23,814,925 |
| $ | 102,199,222 |  |  | $ | 290,863 |  |  | $ | 102,490,085 |
UPB at December 31, 2012 |  |  |  |  |  |  |  |
Servicing (1) | $ | 175,762,161 |  |  | $ | — |  |  | $ | 175,762,161 |
Subservicing | 27,903,555 |  |  | 401,031 |  |  | 28,304,586 |
| $ | 203,665,716 |  |  | $ | 401,031 |  |  | $ | 204,066,747 |
UPB at December 31, 2013 |  |  |  |  |  |  |  |
Servicing (1) | $ | 397,546,635 |  |  | $ | — |  |  | $ | 397,546,635 |
Subservicing | 67,104,697 |  |  | 400,502 |  |  | 67,505,199 |
| $ | 464,651,332 |  |  | $ | 400,502 |  |  | $ | 465,051,834 |
(1) | Includes UPB of $175.1 billion and $79.4 billion at December 31, 2013 and 2012, respectively, for which the Rights to MSRs have been sold to HLSS.
Residential assets serviced includes foreclosed real estate. Residential assets serviced also includes small-balance commercial assets with a UPB of $2.6 billion and $2.1 billion at December 31, 2013 and 2012, respectively that are managed using the REALServicing™ application. Commercial assets consist of large-balance foreclosed real estate. At December 31, 2013, the geographic distribution of the UPB and count of residential loans and real estate we serviced was as follows:
| Amount |  | Count
California | $ | 112,200,350 |  |  | 436,374 |
Florida | 37,881,401 |  |  | 245,438 |
New York | 30,548,742 |  |  | 129,364 |
Texas | 20,838,925 |  |  | 203,035 |
New Jersey | 20,336,702 |  |  | 97,207 |
Other | 242,845,212 |  |  | 1,750,500 |
| $ | 464,651,332 |  |  | 2,861,918 |
Servicing Revenue The following table presents the components of servicing and subservicing fees for the years ended December 31:
| 2013 |  | 2012 |  | 2011
Loan servicing and subservicing fees: |  |  |  |  |
Servicing | $ | 1,246,882 |  |  | $ | 535,415 |  |  | $ | 313,997 |
Subservicing | 146,605 |  |  | 45,713 |  |  | 27,404 |
| 1,393,487 |  |  | 581,128 |  |  | 341,401 |
Home Affordable Modification Program (HAMP) fees | 152,812 |  |  | 76,764 |  |  | 42,025 |
Late charges | 115,826 |  |  | 69,281 |  |  | 38,557 |
Loan collection fees | 31,022 |  |  | 15,960 |  |  | 11,223 |
Custodial accounts (float earnings) | 5,332 |  |  | 3,749 |  |  | 2,105 |
Other | 125,080 |  |  | 57,525 |  |  | 23,527 |
| $ | 1,823,559 |  |  | $ | 804,407 |  |  | $ | 458,838 |
Float balances amounted to $3.2 billion and $1.3 billion at December 31, 2013 and 2012, respectively.

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- Definition The entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 50 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7882072&loc=d3e122625-111746 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=13989330&loc=d3e107207-111719 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=13989330&loc=d3e107314-111719 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 50 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7882072&loc=d3e122596-111746 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 50 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7882072&loc=d3e122739-111746 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7519067&loc=SL6226446-111709 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 860 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7519067&loc=SL6226443-111709 + Details
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