Mr. Cooper (COOP) 8-K Other Events

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Statements

The following table shows unaudited pro forma condensed combined financial information about the financial condition and results of operations, including per share data, after giving effect to the merger (the “merger”) of Wand Merger Corporation, a wholly owned subsidiary of WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”) and related financing transaction. The unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting, and that the assets and liabilities of Nationstar will be recorded by WMIH at their respective estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transactions as if the transactions had occurred on June 30, 2018. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 give effect to the transactions as if the transactions had become effective on January 1, 2017. The unaudited selected pro forma condensed combined financial information has been derived from and should be read in conjunction with the consolidated financial statements and related notes of WMIH, which were included in WMIH’s Annual Report onForm 10-K for the year ended December 31, 2017 and WMIH’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, the consolidated financial statements and related notes of Nationstar, which were included in Nationstar’s Annual Report onForm 10-K for the year ended December 31, 2017 and Nationstar’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented, nor the impact of possible business model changes. The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors, including those discussed in the section entitled “Risk Factors” beginning on page 33 of WMIH’s joint proxy statement/prospectus on FormS-4 (No.333-223862). In addition, as explained in more detail in the accompanying notes included herein, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2018

(millions of dollars)

	WMIH Historical		Nationstar Historical			Pro Forma Adjustments			Ref	Combined Pro Forma
ASSETS:
Cash and cash equivalents	$	29	$	185		$	(114	)	(a)		100
Restricted cash		576		310			(576	)	(a)		310
Mortgage servicing rights		—		3,356			—				3,356
Advances and other receivables		—		1,317			—				1,317
Reverse mortgage interests		—		9,477			188		(b)		9,665
Mortgage loans held for sale		—		1,635			—				1,635
Mortgage loans held for investment		—		132			1		(b)		133
Property and equipment		—		123			—				123
Derivative financial instruments		—		62			—				62
Intangible assets		—		14			83		(c)		97
Goodwill		—		71			(71	)	(d)		—
Deferred tax assets		—		—			1,015		(e)		1,015
Other assets		6		508			(7	)	(b),(f)		507
Total assets	$	611	$	17,190		$	519			$	18,320
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Liabilities:
Unsecured senior notes	$	—	$	1,815		$	627		(b),(g)	$	2,442
Advance facilities		—		516			53		(a)		569
Warehouse facilities		—		3,086			—				3,086
Payables and accrued liabilities		21		1,288			3		(b),(f),(h)		1,312
MSR related liabilities—nonrecourse		—		1,063			—				1,063
Mortgage servicing liabilities		—		27			(32	)	(b)		(5	)
Derivative financial instruments		—		9			—				9
Other nonrecourse debt		—		7,445			217		(b)		7,662
Total liabilities		21		15,249			868				16,138
Redeemable convertible series B preferred stock		504		—			(504	)	(i)		—
Stockholders’ equity
Convertible series A preferred stock		—		—			—		(i)		—
Common stock(1)		—		1			(1	)	(i),(j)		—
Additionalpaid-in-capital		13		1,140			87		(i),(j)		1,240
Retained earnings		73		949			(80	)	(d),(h),(i),(j),(k)		942
Treasury shares at cost		—		(150	)		150		(j)		—
Total stockholders’ equity beforenon-controlling interests		86		1,940			156				2,182
Non-controlling interests		—		1			(1	)	(j)		—
Total stockholders’ equity		86		1,941			155				2,182
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	611	$	17,190		$	519			$	18,320

⁽¹⁾  Combined pro forma common stock has a total value less than $1 million.

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2018

(millions of dollars, except for per share data)

	WMIH Historical			Nationstar Historical			Pro Forma Adjustments			Ref	Combined Pro Forma
Revenues:
Service related, net	$	—		$	781		$	—			$	781
Net gain on mortgage loans held for sale		—			251			—				251
Other revenues		5			—			—				5
Total revenues		5			1,032			—				1,037
Expenses
Salaries, wages and benefits		1			357			—				358
General and administrative		12			346			(2	)	(c),(l)		356
Total expenses		13			703			(2	)			714
Other income (expenses):
Interest income		—			285			—				285
Interest expense		—			(335	)		(37	)	(m)		(372	)
Other income (expenses)		—			6			—				6
Total other income (expenses), net		—			(44	)		(37	)			(81	)
Income (loss) before income taxes		(8	)		285			(35	)			242
Less: Income tax expense (benefit)		—			67			(9	)	(f)		58
Net income (loss)		(8	)		218			(26	)			184
Less: Net income attributable tonon-controlling interests		—			—			—				—
Net income (loss) attributable to combined entities		(8	)		218			(26	)			184
Redeemable convertible series B preferred stock dividends		—			—			—				—
Net income (loss) attributable to common and participating stockholders	$	(8	)	$	218		$	(26	)		$	184
Net income (loss) per common share attributable to WMIH:
Basic	$	(0.04	)								$	0.17
Dilutive	$	(0.04	)								$	0.17
Weighted average shares of common stock outstanding (in thousands):
Basic		204,386						910,434		(n)		1,114,820
Dilutive		204,386						910,434		(n)		1,114,820

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2017

(millions of dollars, except for per share data)

	WMIH Historical			Nationstar Historical			Pro Forma Adjustments			Ref	Combined Pro Forma
Revenues:
Service related, net	$	—		$	1,043		$	—			$	1,043
Net gain on mortgage loans held for sale		—			607			—				607
Other revenues		8			—			—				8
Total revenues		8			1,650			—				1,658
Expenses
Salaries, wages and benefits		1			742			—				743
General and administrative		13			733			18		(c),(l)		764
Total expenses		14			1,475			18				1,507
Other income (expenses):
Interest income		—			597			—				597
Interest expense		(2	)		(731	)		(64	)	(m)		(797	)
Other income (expenses)		34			3			—				37
Total other income (expenses), net		32			(131	)		(64	)			(163	)
Income (loss) before income taxes		26			44			(82	)			(12	)
Less: Income tax expense (benefit)		—			13			(25	)	(f)		(12	)
Net income (loss)		26			31			(57	)			—
Less: Net income attributable tonon-controlling interests		—			1			—				1
Net income (loss) attributable to combined entities		26			30			(57	)			(1	)
Redeemable convertible series B preferred stock dividends		(18	)		—			18		(o)		—
Net income (loss) attributable to common and participating stockholders	$	8		$	30		$	(39	)		$	(1	)
Net income (loss) per common share attributable to WMIH:
Basic	$	0.01									$	—
Dilutive	$	0.01									$	—
Weighted average shares of common stock outstanding (in thousands):
Basic		202,595						914,440		(n)		1,117,035
Dilutive		212,661						904,374		(n)		1,117,035

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1—Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to give effect to the merger involving WMIH and Nationstar and the financing transaction as if the transactions had occurred as of June 30, 2018 for the condensed combined balance sheet and as of January 1, 2017 for the condensed statements of operations.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position had the merger, purchase of Nationstar common stock, the common stock issuance and debt issuance been consummated during the periods presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. Certain historical financial information of WMIH has been reclassified to conform to the current presentation. The merger, which was completed on July 31, 2018, resulted in the issuance of 12.7793 shares of WMIH common stock in exchange for each share of Nationstar common stock. Applying the conversion rate to WMIH’s closing price on July 31, 2018 of $1.36 per share implies a value of $17.38 per share for Nationstar stockholders.

The merger will be accounted for as an acquisition by WMIH using the acquisition method of accounting. Accordingly, the assets and liabilities of Nationstar will be recorded at their respective estimated fair values based on current available information. To the extent that the purchase price exceeds the fair value of net assets acquired, the excess will result in goodwill. Alternatively, if the fair value of the net assets acquired exceeds the purchase price, the transaction could result in a bargain purchase gain that is recognized immediately in earnings. The pro forma adjustments included herein are subject to change depending on changes in market interest rates and the composition of asset and liability balances, as well as additional information that becomes available and additional analysis that is performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analysis to determine the fair value of Nationstar’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the estimated fair values of the net assets, commitments, executory contracts, and other items of Nationstar as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the purchase price allocated to goodwill or bargain purchase gain and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Nationstar’s shareholders’ equity through the date the merger is completed will also change the purchase price allocation, which may include the recording of goodwill or bargain purchase gain. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. The accounting policies of both WMIH and Nationstar are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassifications may be determined.

Note 2—Financing Transaction

The aggregate amount of cash to be paid as merger consideration in the merger is approximately $1.2 billion. WMIH funded the cash component of the merger consideration, the repayment of approximately $1.0 billion of outstanding senior unsecured notes assumed from Nationstar, and the payment of fees and expenses related to the merger through a combination of cash on hand and proceeds from the issuance of $1.7 billion aggregate principal amount of debt securities.

WMIH obtained $1.7 billion in senior notes, consisting of $950,000,000 8.125% Senior Notes due 2023 (the “2023 Notes”) and $750,000,000 9.125% Senior Notes due 2026 (the “2026 Notes”). The 2023 Notes will bear interest at 8.125% per annum and will mature on July 15, 2023. The 2026 Notes will bear interest at 9.125% per annum and will mature on July 15, 2026.

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Note 3—Preliminary Purchase Price Allocation

The pro forma adjustments include the purchase accounting entries to record the merger transaction. The preliminary allocation of the purchase price paid to the fair values of the assets and liabilities acquired is summarized in the table below (amounts in millions except per share data):

Preliminary Pro Forma Purchase Price
Nationstar common shares outstanding at July 30, 2018(1)		99.3
Converted WMIH common shares based on conversion rate of 12.7793 on 31.18 million Nationstar common shares(2)		398.5
Price per share, based on WMIH price of $1.36 on July 31, 2018	$	1.36
Total pro forma price from common stock	$	542
Cash payment		1,226
Total pro forma purchase price	$	1,768
Estimated Fair Value of Net Assets Acquired:
Cash and cash equivalent	$	185
Restricted cash		310
Mortgage servicing rights		3,356
Advances and other receivables		1,317
Reverse mortgage interests		9,665
Mortgage loans held for sale		1,635
Mortgage loans held for investment		133
Property and equipment		123
Derivative financial instruments		62
Other assets		512
Fair value of assets acquired		17,298
Unsecured senior notes		1,823
Advance facilities		516
Warehouse facilities		3,086
Payables and accrued liabilities		1,306
MSR related liabilities—nonrecourse		1,063
Mortgage servicing liabilities		(5	)
Derivative financial instruments		9
Other nonrecourse debt		7,662
Fair value of liabilities assumed		15,460
Total fair value of net tangible assets acquired		1,838
Intangible assets acquired:
Customer relationships		80
Tradename		7
Technology		10
Total intangible assets acquired		97
Preliminary pro forma bargain purchase gain		167
	$	1,768

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⁽¹⁾  Nationstar common shares outstanding at July 30, 2018 include unvested equity awards as part of consideration transferred because Nationstar’s equity awards contain a preexistingchange-in-control provision that results in the awards automatically fully vesting upon consummation of the merger.

⁽²⁾  31.18 million Nationstar common shares were converted to WMIH common shares based on 31.4% of total Nationstar common shares outstanding being converted to WMIH common shares with the remaining being settled with cash.

Note 4—Conversion of Preferred Stocks and Equity Awards and Exercise of Warrants

WMIH

WMIH has 600,000 shares of Series B Preferred Stock issued and outstanding with aggregate liquidation preference of $600 million at June 30, 2018. Upon the closing of the merger, all of the outstanding Series B preferred stock will be mandatorily converted into WMIH common stock at a price of $1.35 per share, and holders of Series B preferred stock will be entitled to a special,one-time distribution of WMIH common stock and accrued and unpaid dividends payable in WMIH common stock

In addition, with the closing of the merger, all outstanding warrants, which are exercisable for an aggregate of 61,400,000 shares of WMIH common stock, will be exchanged for 21,197,619 shares of WMIH common stock.

Nationstar

Shortly before closing, each shareholder of Nationstar had the option to elect to receive either $18.00 in cash or 12.7793 shares of WMIH common stock for each of their Nationstar shares. The Merger Consideration was subject to automatic proration and adjustment pursuant to the Merger Agreement to ensure that the total amount of cash paid (excluding cash paid in lieu of fractional shares) equaled exactly $1,225,885,248.00. As a result of such automatic proration and adjustment based on the final election results, Company stockholders who made a valid election for cash consideration will receive cash for approximately 94% of their shares and will retain stock for approximately 6% of their shares. More specifically, for each share of Nationstar common stock held, $16.917371 in cash (approximately 94% of $18.00) and 0.7686 shares of common stock of WMIH (approximately 6% of 12.7793) will be distributed and Company stockholders who made a valid election for stock consideration (including those deemed to have made an election to receive stock consideration) will receive 12.7793 shares of common stock of WMIH for each share of Nationstar common stock held.

Note 5—Pro Forma Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

(a) Represents the payment from available cash and cash equivalents of $29 million and restricted cash of $576 million to fund the purchase price. In addition, total cash of $138 million was used to pay down unsecured senior notes and commitment fees of $43 million associated with a bridge loan that was not utilized. An increase in cash of $53 million reflects the draw down on advance facilities to meet the minimum internal liquidity requirements.

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(b) Represents adjustments to estimated fair value. The majority of fair value adjustments are related to reverse mortgage interests and other nonrecourse debt, which primarily comprises participating interest financing and home equity conversion mortgage (which we refer to as “HECM”) securitizations. Fair value for these were assessed based on the following:

1. Reverse mortgage interests, net—Fair value for interests in active reverse mortgage loans was estimated based on pricing of the recent securitizations with similar attributes and characteristics, such as collateral values, and adjusted as necessary for differences. The recent timing of these transactions allows the pricing to consider the current interest rate risk exposures. The fair value of interests in inactive reverse mortgage loans was established based upon a discounted par value of the loan derived from Nationstar’s historical losses on liquidation.

2. Participating interest financing—Fair value was estimated based on the present value of future of securities backed by similar participating interests in reverse mortgage loans.

3. HECM Securitizations—Fair value was estimated for nonrecourse debt related to HECM securitizations based on the present value of future expected discounted cash flows with the discount rate approximating that of similar financial instruments.

(c) Reflects elimination of Nationstar’s historical intangible assets and recognition of the estimated preliminary fair value of identifiable intangible assets attributable to the merger. See Note 3,Preliminary Purchase Price Allocation. The preliminary identifiable intangible assets consist of and result in the following pro forma adjustment (amounts in millions):

	Fair Value			Amortization Expense in the Six Months Ended June 30, 2018(3)		Average Estimated Useful Life (Years)
Customer relationships(1)	$	80		$	11		7
Tradename(2)		7			—		5
Technology(2)		10			1		5
Total estimated preliminary fair value of identifiable intangible assets	$	97		$	12
Nationstar historical intangible assets	$	(14	)
Pro forma adjustment to intangible assets	$	83
	Fair Value			Amortization Expense in the Year Ended December 31, 2017(3)		Average Estimated Useful Life (Years)
Customer relationships(1)	$	80		$	26		7
Tradename(2)		7			1		5
Technology(2)		10			2		5
Total estimated preliminary fair value of identifiable intangible assets	$	97		$	29

⁽¹⁾ The estimated fair values for customer relationships were measured using the excess earnings method.

⁽²⁾  The estimated fair values for tradename and technology were measured using the relief-from-royalty method. This method assumes the tradename and technology have value to the extent the owner is relieved of the obligation to pay royalties for the benefits received from these assets.

⁽³⁾ Tradename and technology are amortized using a straight-line method over an estimated five-year useful life. The straight-line method of amortization of these assets reflects an appropriate allocation of the costs of these intangible assets to earnings in proportion to the amount of economic benefits obtained in each reporting period. Customer relationships are amortized using an economic assumption method over an estimated seven-year useful life, which results in amortization expenses of $26 million, $21 million, $15 million, $10 million, $6 million over the five-year period following the merger.

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Adjustments to amortization expense for definite-lived assets were based on historical amortization expense recorded for period presented compared to the amortization expense for estimated fair value intangible assets post-merger. The following table details the pro forma adjustment to amortization expense (amounts in millions).

	Six Months Ended June 30, 2018
To record new amortization expense of definite-lived intangible assets related to fair value adjustments	$	12
Removal of Nationstar’s historical amortization expense related to definite-lived intangible assets		(2	)
Pro forma adjustment to depreciation and amortization expense	$	10
	Year Ended December 31, 2017
To record new amortization expense of definite-lived intangible assets related to fair value adjustments	$	29
Removal of Nationstar’s historical amortization expense related to definite-lived intangible assets		(5	)
Pro forma adjustment to depreciation and amortization expense	$	24

(d) Adjustment to remove Nationstar’s historical goodwill of $71 million and to record bargain purchase gain associated with the merger of $167 million, as shown in Note 3,Preliminary Purchase Price Allocation, in retained earnings.

(e) Reflects the estimated reduction of WMIH’s valuation allowance against its deferred tax assets of $1,015 million. As required by Accounting Standards Codification 740,Income Taxes, a company is required to evaluate the four sources of income to estimate the realizability of all the deferred tax assets. When using forecasted income to support the realization of the deferred tax assets, the forecasted earnings should be objectively verifiable. Management considered its most recent historical income, as well as 2018 projected income, which considers the 2017 growth in the servicing portfolio, along with existing business growth and cost savings initiatives, which were not fully reflected in 2017 results. The 2018 projected income was then adjusted for the incremental cost of debt and used to forecast future year income which resulted in an estimated $1,015 million release of the valuation allowance. The income tax benefit of the estimated $1,015 million reduction in the valuation allowance is not reflected in the pro forma statement of operations because it will not have a continuing impact. The remaining valuation allowance will bere-evaluated periodically.

(f) Represents the following income tax effects of the pro forma adjustments in connection with the merger.

1. The decrease to Nationstar’s income tax receivables of $11 million as a result of the adjustments to retention bonus and estimated transaction costs.

2. The decrease to Nationstar’s deferred tax liabilities of $1 million as a result of the adjustments to retention bonus.

3. Estimated $9 million and $25 million income tax benefit as a result of the pro forma adjustments to the condensed combined statement of operations for six months ended June 30, 2018 and year ended December 31, 2017, respectively.

(g) Reflects the new debt incurred by WMIH to finance the merger, minus the effects of extinguishing assumed outstanding unsecured senior notes upon completion of the merger. The net increase to unsecured senior notes includes (amounts in millions):

Issuance of new debt, net of debt issuance costs of $41 million	$	1,659
Decrease for extinguishment of existing Nationstar’s debt		(1,032	)
Pro forma adjustment to unsecured senior note	$	627

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(h) Represents the following pro forma payables and accrued liabilities adjustments in connection with the merger:

1. The elimination of $20 million accrued but unpaid interest expense associated with Nationstar’s unsecured senior notes.

2. The accrual for $6 million post-combination compensation expense expected to be recorded related to the acceleration of the unvested share-based awards of WMIH upon closing of the merger in accordance with the underlying agreements.

(i) Reflects WMIH’s shares to be issued upon Series B conversion, warrant exercise, Series A conversions and accelerated vesting of equity awards.

	Estimated Converted Common Shares of WMIH (in millions)
Series B Preferred Stock		445
Warrants		21
Series A Preferred Stock		10
Dividend payable related to Series B Preferred Stock		21
Special dividend payable related to Series B Preferred Stock		11
WMIH’s restricted shares subject to vesting		4
Maximum additional shares issuable pursuant to WMIH restricted stock award agreements		1
Conversion of Nationstar outstanding shares, including unvested restricted stocks and restricted units, to WMIH’s shares		399
Total		912
Total value based on WMIH’s share price of $1.36 on July 31, 2018 (in millions)	$	1,240

(j) Represents elimination of the historical equity of Nationstar.

(k) Represents the following pro forma related expenses expected to be incurred in connection with the merger. The pro forma statement of income does not include these pro forma relates expense because the expenses will not have a continuing impact on operations; however, the amounts are reflected as a reduction to the retained earnings in the unaudited pro forma balance sheet.

1. Estimated $54 million of transaction costs associated with the merger, including audit, legal and advisory fees.

2. Estimated $6 million post-combination compensation expense is expected to be recorded related to the acceleration of the unvested share-based awards of WMIH upon closing of the merger in accordance with the underlying agreements.

3. Estimated $16 million retention bonus for key executive officers in connection with the merger.

(l) Represents the elimination of $12 million and $6 million nonrecurring transaction costs incurred that are directly related to the merger for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

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(m) Represents the net increase to interest expense resulting from interest on the new unsecured senior note to finance the merger and the amortization of related debt issuance costs, as follows (amounts in millions).

	Six Months Ended June 30, 2018
Elimination of interest expense and amortization of debt issuance cost—Nationstar	$	(40	)
Interest expense on new debt		73
Amortization of new debt issuance costs		3
Interest expense on draw on advance facility		1
Pro forma adjustment to interest expense	$	37
	Year Ended December 31, 2017
Elimination of interest expense and amortization of debt issuance cost—Nationstar	$	(91	)
Interest expense on new debt		146
Amortization of new debt issuance costs		7
Interest expense on draw on advance facility		2
Pro forma adjustment to interest expense	$	64

(n) Represents the increase in the weighted average shares with the issuance of WMIH common shares in connection with the merger.

(o) Elimination of WMIH’s preferred stock dividend for the year ended December 31, 2017.

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