Transactions with Affiliates of Fortress | Transactions with Affiliates of Fortress SUBSERVICING AGREEMENT Nationstar subservices the real estate loans of certain of our indirect subsidiaries (collectively, the “Owners”). Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. The Owners paid Nationstar subservicing fees of less than $1 million for the three months ended March 31, 2017 and 2016 . INVESTMENT MANAGEMENT AGREEMENT Logan Circle provides investment management services for our investments. Logan Circle is a wholly owned subsidiary of Fortress. Costs and fees incurred for these investment management services were less than $1 million for the three months ended March 31, 2017 and 2016 . SALE OF EQUITY INTEREST IN SPRINGCASTLE JOINT VENTURE On March 31, 2016, we sold our 47% equity interest in the SpringCastle Joint Venture, which owns the SpringCastle Portfolio, to certain subsidiaries of NRZ and Blackstone. NRZ is managed by an affiliate of Fortress. Related Party Transactions AFFILIATE LENDING Notes Receivable from Parent and Affiliates Note Receivable from SFI. SFC’s note receivable from SFI is payable in full on May 31, 2022, and SFC may demand payment at any time prior to May 31, 2022; however, SFC does not anticipate the need for additional liquidity during 2017 and does not expect to demand payment from SFI in 2017. The note receivable from SFI totaled $337 million at March 31, 2017 and $285 million at December 31, 2016 . The interest rate for the UPB is the lender’s cost of funds rate, which was 6.28% at March 31, 2017 . Interest revenue on the note receivable from SFI totaled $5 million for the three months ended March 31, 2017 and 2016 , which we report in interest income on notes receivable from parent and affiliates. Independence Demand Note. On November 12, 2015, in connection with the closing of the OneMain Acquisition, CSI, SFC’s wholly owned subsidiary, entered into the Independence Demand Note, whereby CSI agreed to make advances to Independence from time to time, with an aggregate amount outstanding not to exceed $3.55 billion . On November 12, 2015, Independence borrowed $3.4 billion under the Independence Demand Note. Under the Independence Demand Note, Independence was required to use the proceeds of any advance either (i) to fund a portion of the purchase price for the OneMain Acquisition or (ii) for general corporate purposes. The note was payable in full on December 31, 2019, and CSI could demand payment at any time prior to December 31, 2019. Independence could repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB was the lender’s cost of funds rate. Interest revenue on the note receivable from Independence totaled $46 million for the three months ended March 31, 2016 . On July 19, 2016, CSI, Independence, and OMFH entered into the Note Assignment pursuant to which CSI sold and assigned to OMFH, and OMFH purchased and assumed from CSI, an interest in and to CSI’s right to receive $150 million principal amount outstanding under the Independence Demand Note for a purchase price of $150 million . On July 20, 2016, OMFH paid the $150 million purchase price to CSI. In connection with the Note Assignment discussed above, Independence exchanged the Independence Demand Note for (i) the Cash Services Note issued to CSI with a maximum borrowing amount not to exceed $3.4 billion and (ii) the OMFH Note issued to OMFH with a maximum borrowing amount not to exceed $150 million . The Cash Services Note and the OMFH Note provide that no advances shall be made to Independence on or after December 31, 2019 and all principal and interest shall be payable in full on December 31, 2019, unless earlier payment is demanded by CSI or OMFH. The interest rate for the UPB is the lender’s cost of funds rate, which was 6.28% at March 31, 2017 . At March 31, 2017 and December 31, 2016 , the note receivable from Independence relating to the Cash Services Note totaled $2.8 billion and $2.9 billion , respectively, which included compounded interest due to CSI. Interest revenue on the note receivable from Independence relating to the Cash Services Note totaled $45 million for the three months ended March 31, 2017 , which we report in interest income on notes receivable from parent and affiliates. OneMain Demand Note. On November 15, 2015, in connection with the closing of the OneMain Acquisition, SFC entered into the OneMain Demand Note with OMFH, whereby SFC agreed to make advances to OMFH from time to time, with an aggregate amount outstanding not to exceed $500 million . Under the OneMain Demand Note, OMFH is required to use the proceeds of any advance either (i) exclusively to finance the purchase, origination, pooling, funding or carrying of receivables by OMFH or any of its restricted subsidiaries or (ii) for general corporate purposes. The note is payable in full on December 31, 2024, and SFC may demand payment with five days prior notice. OMFH may repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB is the lender’s cost of funds rate. On August 12, 2016 and March 15, 2017, SFC amended the note to increase the maximum amount that may be advanced to $750 million and $1.3 billion , respectively. At March 31, 2017 and December 31, 2016 , the note receivable from OMFH totaled $638 million and $530 million , respectively, which included compounded interest due to SFC. Interest revenue on the note receivable from OMFH totaled $9 million for the three months ended March 31, 2017 , which we report in interest income on notes receivable from parent and affiliates. Receivables from Parent and Affiliates At March 31, 2017 and December 31, 2016 , receivables from parent and affiliates totaled $40 million . Receivables from parent and affiliates also included (i) interest receivable on SFC’s note receivable from SFI previously discussed in this Note, (ii) taxes paid by SFC for all entities and then settled under the tax sharing agreement, (iii) expenses paid by a subsidiary of SFC for the benefit of parent and affiliates, (iv) intercompany insurance premiums collected, and (v) the servicing fees and collections received on the legacy OneMain loans serviced by legacy Springleaf branches. Receivables from parent and affiliates at March 31, 2017 and December 31, 2016 are presented net of a payable to SFI of $6 million . Excluding this payable, receivables from parent and affiliates totaled $46 million at March 31, 2017 and December 31, 2016 . Note Payable to Affiliate On December 1, 2015, in connection with the closing of the OneMain Acquisition, OMFH entered into a revolving demand note with SFC, whereby OMFH agreed to make advances to SFC from time to time, with an aggregate amount outstanding not to exceed $500 million . Under the note, SFC is required to use the proceeds of any advance for general corporate purposes. The note is payable in full on December 31, 2024, and OMFH may demand payment with five days prior notice. SFC may repay the note in whole or in part at any time without premium or penalty. The interest rate for the UPB is the lender’s cost of funds rate, which was 6.28% at March 31, 2017 . Interest expense on the note payable to OMFH was $4 million for the three months ended March 31, 2016 , which we report in interest expense. On March 15, 2017, OMFH amended the note to increase the maximum amount that may be advanced to $750 million . At March 31, 2017 and December 31, 2016 , no amounts were drawn under the note. Payables to Parent and Affiliates At March 31, 2017 and December 31, 2016 , payables to parent and affiliates totaled $45 million and $13 million , respectively. At March 31, 2017 and December 31, 2016 , SFC had net payables of $40 million and $12 million , respectively, to SGSC, a subsidiary of SFI, related to the intercompany agreements further discussed below in this Note. At March 31, 2017 and December 31, 2016 , SFC also had a payable of $2 million and $1 million , respectively, to OCLI, a subsidiary of SFI, for internet lending referral fees charged to the branch network. See “Loan Referral Fees” below. Additionally, at March 31, 2017, SFC had a payable of $3 million to OMFH for servicing and collection fees of legacy Springleaf loans serviced by legacy OneMain branches. See “Loan Servicing Fees” below for further information. LOAN SALE TRANSACTIONS During the second quarter of 2016, OCLI entered into loan purchase and sale agreements with certain subsidiaries of SFC pursuant to which OCLI sold certain personal loans with an aggregate UPB at the time of sale of $89 million for an aggregate purchase price of $89 million . OCLI continues to service these loans. During the three months ended March 31, 2017 , SFC recorded less than $1 million of service fee expenses. LOAN SERVICING FEES In connection with the combining of certain legacy OneMain branches with legacy Springleaf branches and vice versa, during the fourth quarter of 2016, SFC entered into an intercompany service agreement with OMFH relating to the servicing of loans when a legacy OneMain loan is serviced by a legacy Springleaf branch and vice versa. During the three months ended March 31, 2017, SFC recorded $3 million of service fee expenses for the legacy Springleaf loans serviced by legacy OneMain branches and $3 million of service fee income for the legacy OneMain loans serviced by legacy Springleaf branches. At March 31, 2017, SFC’s receivable from OMFH for the servicing fees and collections received on the legacy OneMain loans serviced by legacy Springleaf branches totaled $3 million , and SFC’s payable to OMFH for the servicing fees and collections received on the legacy Springleaf loans serviced by legacy OneMain branches totaled $3 million . LOAN REFERRAL FEES OCLI provides personal loan application processing and credit underwriting services on behalf of SFC for personal loan applications that are submitted online. SFC is charged a fee of $35 for each underwritten approved application processed, as well as any other fees agreed to by the parties. During the three months ended March 31, 2017 and 2016, SFC recorded $5 million and $3 million , respectively, of referral fee expense. SFC’s payable to OCLI for internet lending referral fees totaled $2 million at March 31, 2017 and $1 million at December 31, 2016. DEBT PURCHASES In March of 2017, OMAS, a subsidiary of OMFH, purchased $1 million principal amount of SFC’s medium term notes in the open market for an aggregate purchase price of $1 million . At the purchase dates, these notes had a carrying value of $1 million . In December of 2016, OMAS purchased $5 million principal amount of SFC’s medium term notes in the open market for an aggregate purchase price of $5 million . At the purchase dates, these notes had a carrying value of $5 million . These purchase transactions did not impact our condensed consolidated financial statements. CAPITAL CONTRIBUTIONS During the first quarter of 2016 , SFC received a capital contribution of $10 million to satisfy an interest payment required by the Junior Subordinated Debenture in respect of SFC’s junior subordinated debt. INTERCOMPANY AGREEMENTS On December 24, 2012, SGSC, a subsidiary of SFI, entered into the following intercompany agreements with SFMC, a subsidiary of SFC, and with certain other subsidiaries of SFI, collectively, the “Recipients.” Services Agreement SGSC provides the following services to the Recipients: management and administrative services; financial, accounting, treasury, tax, and audit services; facilities support services; capital funding services; legal services; human resources services (including payroll); centralized collections and lending support services; insurance, risk management, and marketing services; and information technology services. The fees payable by each Recipient to SGSC is equal to 100% of the allocated cost of providing the services to such Recipient. SGSC allocates its cost of providing these services among the Recipients and any of the companies to which it provides similar services based on an allocation method defined in the agreement. During the three months ended March 31, 2017 and 2016 , SFC recorded $59 million and $67 million , respectively, of service fee expenses, which are included in other operating expenses. License Agreement The license agreement provides for use by SGSC of SFMC’s information technology systems and software and other related equipment. The monthly license fee payable by SGSC for its use of the information technology systems and software is 100% of the actual costs incurred by SFMC plus a 7.00% margin. The fee payable by SGSC for its use of the related equipment is 100% of the actual costs incurred by SFMC. During the three months ended March 31, 2017 and 2016 , SFMC recorded $1 million of license fees, which are included as a contra expense to other operating expenses. Building Lease Agreement The building lease agreement provides that SFMC will lease six of its buildings to SGSC for an annual rental amount of $4 million , plus additional rental amounts to cover other sums and charges, including real estate taxes, water charges, and sewer rents. During the three months ended March 31, 2017 and 2016 , SFMC recorded $1 million of rent charged to SGSC, which are included as a contra expense to other operating expenses. See Note 18 for information on the subsequent termination of the building lease agreement effective April 5, 2017 in contemplation of the merger of SFMC and SGSC on April 10, 2017 and the subsequent termination of the license agreement as a result of this merger. |