Guarantor Financial Statement Information | Guarantor Financial Statement Information As of March 31, 2016 , Nationstar Mortgage LLC and Nationstar Capital Corporation (1) (collectively, the Issuer), both wholly-owned subsidiaries of Nationstar, have issued $2.0 billion aggregate principal amount of unsecured senior notes which mature on various dates through June 1, 2022 . The unsecured senior notes are unconditionally guaranteed, jointly and severally, by all of Nationstar Mortgage LLC’s existing and future domestic subsidiaries other than its securitization and certain finance subsidiaries, certain other restricted subsidiaries, excluded restricted subsidiaries and subsidiaries that in the future Nationstar Mortgage LLC designates as unrestricted subsidiaries. All guarantor subsidiaries are 100% owned by Nationstar Mortgage LLC. Nationstar and its two direct wholly-owned subsidiaries are guarantors of the unsecured senior notes as well. Presented below are the condensed consolidating financial statements of Nationstar, Nationstar Mortgage LLC and the guarantor subsidiaries for the periods indicated. In the condensed consolidating financial statements presented below, Nationstar allocates income tax expense to Nationstar Mortgage LLC as if it were a separate tax payer entity pursuant to ASC 740, Income Taxes. (1) Nationstar Capital Corporation has no assets, operations or liabilities other than being a co-obligor of the unsecured senior notes. NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING BALANCE SHEET MARCH 31, 2016 Nationstar Issuer Guarantor (Subsidiaries) Non-Guarantor (Subsidiaries) Eliminations Consolidated Assets Cash and cash equivalents $ — $ 426,150 $ 758 $ 34,043 $ — $ 460,951 Restricted cash — 172,453 3 135,108 — 307,564 Mortgage servicing rights — 3,096,084 — — — 3,096,084 Advances — 2,070,537 — 62 — 2,070,599 Reverse mortgage interests, net — 6,901,208 — 682,878 — 7,584,086 Mortgage loans held for sale — 1,816,028 — 64,626 — 1,880,654 Mortgage loans held for investment, net — (658 ) — 167,222 — 166,564 Property and equipment, net — 113,745 865 27,545 — 142,155 Derivative financial instruments — 105,527 — 3,641 — 109,168 Other assets (57,595 ) 603,109 311,701 1,431,086 (1,554,602 ) 733,699 Investment in subsidiaries 1,639,114 572,217 — — (2,211,331 ) — Total assets $ 1,581,519 $ 15,876,400 $ 313,327 $ 2,546,211 $ (3,765,933 ) $ 16,551,524 Liabilities and stockholders' equity Unsecured senior notes $ — $ 2,025,265 $ — $ — $ — $ 2,025,265 Advance facilities — 234,739 — 1,329,011 — 1,563,750 Warehouse facilities — 2,361,190 — 53,305 — 2,414,495 Payables and accrued liabilities — 1,077,109 2,878 59,413 — 1,139,400 MSR related liabilities - nonrecourse — 1,242,999 — — — 1,242,999 Mortgage servicing liabilities — 18,065 — — — 18,065 Derivative financial instruments — 20,835 — — — 20,835 Other nonrecourse debt — 5,828,015 — 717,181 — 6,545,196 Payables to affiliates — 1,429,069 4,731 120,802 (1,554,602 ) — Total liabilities — 14,237,286 7,609 2,279,712 (1,554,602 ) 14,970,005 Total equity 1,581,519 1,639,114 305,718 266,499 (2,211,331 ) 1,581,519 Total liabilities and equity $ 1,581,519 $ 15,876,400 $ 313,327 $ 2,546,211 $ (3,765,933 ) $ 16,551,524 NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2016 Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Revenues Service related $ — $ (16,999 ) $ 7,072 $ 102,580 $ — $ 92,653 Net gain on mortgage loans held for sale — 162,566 — 8,550 — 171,116 Total revenues — 145,567 7,072 111,130 — 263,769 Expenses Salaries wages benefits — 144,238 1,162 51,962 — 197,362 General and administrative — 169,535 3,115 51,465 — 224,115 Total expenses — 313,773 4,277 103,427 — 421,477 Other income (expense) Interest income — 91,080 — 11,763 — 102,843 Interest expense — (141,576 ) — (19,200 ) — (160,776 ) Gain on repurchase of unsecured senior notes — 77 — — — 77 Gain (loss) on interest rate swaps and caps — 15 — (7 ) — 8 Gain (loss) from subsidiaries (132,389 ) 2,956 — — 129,433 — Total other income (expense) (132,389 ) (47,448 ) — (7,444 ) 129,433 (57,848 ) Income (loss) before taxes (132,389 ) (215,654 ) 2,795 259 129,433 (215,556 ) Income tax expense — (82,265 ) — — — (82,265 ) Net income (loss) (132,389 ) (133,389 ) 2,795 259 129,433 (133,291 ) Less: Net gain (loss) attributable to noncontrolling interests — (1,000 ) — 98 — (902 ) Net income (loss) excluding noncontrolling interests $ (132,389 ) $ (132,389 ) $ 2,795 $ 161 $ 129,433 $ (132,389 ) NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Operating Activities Net income (loss) $ (132,389 ) $ (132,389 ) $ 2,795 $ 161 $ 129,433 $ (132,389 ) Reconciliation of net income to net cash attributable to operating activities, net of effect of acquisitions: Noncontrolling interest — (1,000 ) — 98 — (902 ) (Gain) loss from subsidiaries 132,389 (2,956 ) — — (129,433 ) — Share-based compensation — 4,857 20 1,966 — 6,843 Gain on repurchase of unsecured senior notes — (77 ) — — — (77 ) Excess tax deficiency from share-based compensation — 2,795 — — — 2,795 Gain on mortgage loans held for sale — (162,566 ) — (8,550 ) — (171,116 ) Mortgage loans originated and purchased, net of fees — (4,006,685 ) — (233,431 ) — (4,240,116 ) Repurchases of loans and foreclosures out of Ginnie Mae securitizations — (486,124 ) — — — (486,124 ) Proceeds on sale of and payments of mortgage loans held for sale — 4,071,502 — 305,740 — 4,377,242 (Gain) loss on derivatives including ineffectiveness — (15 ) — 7 — (8 ) Depreciation and amortization — 17,210 — 5,934 — 23,144 Amortization (accretion) of premiums (discounts) — 5,982 — 3,896 — 9,878 Fair value changes in excess spread financing — (23,699 ) — — — (23,699 ) Fair value changes and amortization/accretion of mortgage servicing rights — 286,378 — — — 286,378 Fair value change in mortgage servicing rights financing liability — 13,033 — — — 13,033 Changes in assets and liabilities: Advances — 152,502 — (18 ) — 152,484 Reverse mortgage interests — (14,257 ) — (741 ) — (14,998 ) Other assets 56,615 (125,563 ) (4,569 ) 99,628 — 26,111 Payables and accrued liabilities — (152,453 ) 1,951 (9,393 ) — (159,895 ) Net cash attributable to operating activities 56,615 (553,525 ) 197 165,297 — (331,416 ) NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (Continued) Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Investing activities Property and equipment additions, net of disposals — (9,768 ) 3 (3,339 ) — (13,104 ) Purchase of forward mortgage servicing rights, net of liabilities incurred — (1,530 ) — — — (1,530 ) Purchases of reverse mortgage servicing rights and interests — (55,215 ) — — — (55,215 ) Proceeds on sale of forward service rights — 18,361 — — — 18,361 Proceeds on sale of reverse mortgage interest — 450 — — — 450 Net cash attributable to investing activities — (47,702 ) 3 (3,339 ) — (51,038 ) Financing activities Transfers (to) from restricted cash, net — 26,273 — (1,732 ) — 24,541 Debt financing costs — (2,497 ) — — — (2,497 ) Increase (decrease) warehouse facilities — 577,848 — (54,955 ) — 522,893 Increase (decrease) advance facilities — 199 — (79,247 ) — (79,048 ) Proceeds from HECM securitizations — — — 281,680 — 281,680 Repayment of HECM securitizations — — — (285,985 ) — (285,985 ) Repayment of excess spread financing — (47,117 ) — — — (47,117 ) Increase in participating interest financing in reverse mortgage interests — (120,362 ) — — — (120,362 ) Repayment of nonrecourse debt–legacy assets — — — (3,056 ) — (3,056 ) Repurchase of unsecured senior notes — (1,475 ) — — — (1,475 ) Excess tax deficiency from share-based compensation — (2,795 ) — — — (2,795 ) Redemption of shares for stock vesting (1,564 ) — — — — (1,564 ) Repurchase of treasury shares (55,051 ) — — — — (55,051 ) Net cash attributable to financing activities (56,615 ) 430,074 — (143,295 ) — 230,164 Net increase (decrease) in cash — (171,153 ) 200 18,663 — (152,290 ) Cash and cash equivalents at beginning of period — 597,303 558 15,380 — 613,241 Cash and cash equivalents at end of period $ — $ 426,150 $ 758 $ 34,043 $ — $ 460,951 NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 2015 Nationstar Issuer Guarantor (Subsidiaries) Non-Guarantor (Subsidiaries) Eliminations Consolidated Assets Cash and cash equivalents $ — $ 597,303 $ 558 $ 15,380 $ — $ 613,241 Restricted cash — 198,726 3 133,376 — 332,105 Mortgage servicing rights — 3,366,973 — — — 3,366,973 Advances — 2,223,039 — 44 — 2,223,083 Reverse mortgage interests, net — 6,832,186 — 682,137 — 7,514,323 Mortgage loans held for sale — 1,304,219 — 125,472 — 1,429,691 Mortgage loans held for investment, net — 840 — 172,810 — 173,650 Property and equipment, net — 113,228 868 28,740 — 142,836 Derivative financial instruments — 96,181 — 3,518 — 99,699 Other assets 3,444 799,567 303,452 1,496,640 (1,881,271 ) 721,832 Investment in subsidiaries 1,768,319 509,475 — — (2,277,794 ) — Total assets $ 1,771,763 $ 16,041,737 $ 304,881 $ 2,658,117 $ (4,159,065 ) $ 16,617,433 Liabilities and stockholders' equity Unsecured senior notes $ — $ 2,025,754 $ — $ — $ — $ 2,025,754 Advance facilities — 231,432 — 1,408,258 — 1,639,690 Warehouse facilities — 1,782,060 — 108,260 — 1,890,320 Payables and accrued liabilities 4,386 1,222,268 927 68,806 — 1,296,387 MSR related liabilities - nonrecourse — 1,300,782 — — — 1,300,782 Mortgage servicing liabilities — 25,260 — — — 25,260 Derivative financial instruments — 5,823 — — — 5,823 Other nonrecourse debt — 5,942,849 — 723,191 — 6,666,040 Payables to affiliates — 1,737,190 1,031 143,050 (1,881,271 ) — Total liabilities 4,386 14,273,418 1,958 2,451,565 (1,881,271 ) 14,850,056 Total equity 1,767,377 1,768,319 302,923 206,552 (2,277,794 ) 1,767,377 Total liabilities and equity $ 1,771,763 $ 16,041,737 $ 304,881 $ 2,658,117 $ (4,159,065 ) $ 16,617,433 NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2015 Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Revenues Service related $ — $ 102,179 $ (345 ) $ 113,511 $ (222 ) $ 215,123 Net gain on mortgage loans held for sale — 156,847 — 10,147 — 166,994 Total revenues — 259,026 (345 ) 123,658 (222 ) 382,117 Expenses Salaries wages benefits — 128,433 354 49,968 — 178,755 General and administrative — 164,532 50 40,506 — 205,088 Total expenses — 292,965 404 90,474 — 383,843 Other income (expense) Interest income — 36,120 — 7,432 222 43,774 Interest expense — (99,867 ) — (15,781 ) — (115,648 ) Gain (loss) on interest rate swaps and caps — 34 — (801 ) — (767 ) Gain (loss) from subsidiaries (48,315 ) 23,209 — — 25,106 — Total other income (expense) (48,315 ) (40,504 ) — (9,150 ) 25,328 (72,641 ) Income (loss) before taxes (48,315 ) (74,443 ) (749 ) 24,034 25,106 (74,367 ) Income tax benefit — (27,525 ) — — — (27,525 ) Net income (loss) (48,315 ) (46,918 ) (749 ) 24,034 25,106 (46,842 ) Less: Net gain attributable to noncontrolling interests — 1,397 — 76 — 1,473 Net income (loss) excluding noncontrolling interests $ (48,315 ) $ (48,315 ) $ (749 ) $ 23,958 $ 25,106 $ (48,315 ) NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2015 Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Operating activities Net income (loss) $ (48,315 ) $ (48,315 ) $ (749 ) $ 23,958 $ 25,106 $ (48,315 ) Reconciliation of net income to net cash attributable to operating activities, net of effect of acquisitions: Noncontrolling interest — 1,473 — — — 1,473 (Gain) loss from subsidiaries 48,315 (23,209 ) — — (25,106 ) — Share-based compensation — 5,524 — — — 5,524 Excess tax benefit from share based compensation — (1,095 ) — — — (1,095 ) Net gain on mortgage loans held for sale — (156,847 ) — (10,147 ) — (166,994 ) Mortgage loans originated and purchased, net of fees — (4,209,078 ) — — — (4,209,078 ) Repurchases of loans and foreclosures out of Ginnie Mae securitizations — (405,893 ) — — — (405,893 ) Proceeds on sale of and payments of mortgage loans held for sale and held for investment — 3,998,101 — 5,025 — 4,003,126 Gain (loss) on interest rate swaps and caps — (34 ) — 801 — 767 Depreciation and amortization — 14,758 — 3,361 — 18,119 Amortization (accretion) of premiums (discounts) — (6,759 ) — (303 ) — (7,062 ) Fair value changes in excess spread financing — 13,114 — — — 13,114 Fair value changes and amortization of mortgage servicing rights — 204,200 — — — 204,200 Fair value change in mortgage servicing rights financing liability — (4,386 ) — — — (4,386 ) Changes in assets and liabilities: Advances — 93,149 — 2,287 — 95,436 Reverse mortgage interests — (258,916 ) — 78,123 — (180,793 ) Other assets 5,442 379,162 1,199 (367,126 ) — 18,677 Payables and accrued liabilities — 7,233 14 (4,374 ) — 2,873 Net cash attributable to operating activities 5,442 (397,818 ) 464 (268,395 ) — (660,307 ) NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2015 (Continued) Nationstar Issuer Guarantor Non-Guarantor Eliminations Consolidated Investing activities Property and equipment additions, net of disposals — (7,243 ) — (4,750 ) — (11,993 ) Purchase of forward mortgage servicing rights, net of liabilities incurred — (196,081 ) — — — (196,081 ) Acquisitions, net of cash acquired — — — (31,276 ) — (31,276 ) Net cash attributable to investing activities — (203,324 ) — (36,026 ) — (239,350 ) Financing activities Transfers to restricted cash, net — (24,925 ) — (48,087 ) — (73,012 ) Issuance of common stock, net of issuance cost — 497,758 — — — 497,758 Debt financing costs — (1,549 ) — — — (1,549 ) Increase (decrease) in advance facilities — (332,696 ) — 314,225 — (18,471 ) Increase in warehouse facilities — 899,756 — 5,094 — 904,850 Proceeds from HECM Securitization — — — 73,082 — 73,082 Repayment of HECM Securitization — — — (26,829 ) — (26,829 ) Issuance of excess spread financing — 52,957 — — — 52,957 Repayment of excess spread financing — (49,516 ) — — — (49,516 ) Increase in participating interest financing in reverse mortgage interests — 64,781 — — — 64,781 Repayment of nonrecourse debt – legacy assets — (135 ) — (3,138 ) — (3,273 ) Excess tax benefit from share-based compensation — 1,095 — — — 1,095 Redemption of shares for stock vesting (5,442 ) — — — — (5,442 ) Net cash attributable to financing activities (5,442 ) 1,107,526 — 314,347 — 1,416,431 Net increase in cash and cash equivalents — 506,384 464 9,926 — 516,774 Cash and cash equivalents at beginning of period — 279,770 288 18,944 — 299,002 Cash and cash equivalents at end of period $ — $ 786,154 $ 752 $ 28,870 $ — $ 815,776 |