Separate Financial Information of Subsidiary Guarantors of Indebtedness

In accordance with the indenture governing the 7.875% Senior Notes due December 2021, certain existing and future 100% owned domestic subsidiaries of the Company have fully and unconditionally guaranteed the Senior Notes on a joint and several basis. These guarantor subsidiaries also guarantee the Company's obligations under the 2013 Secured Credit Facilities. The indenture governing the Senior Notes contains customary exceptions under which a guarantor subsidiary may be released from its guarantee without the consent of the holders of the Senior Notes, including (i) the permitted sale, transfer or other disposition of all or substantially all of a guarantor subsidiary's assets or common stock; (ii) the designation of a restricted guarantor subsidiary as an unrestricted subsidiary; (iii) the release of a guarantor subsidiary from its obligation under the 2013 Secured Credit Facilities and its guarantee of all other indebtedness of the Company and other guarantor subsidiaries; and (iv) the defeasance of the obligations of the guarantor subsidiary by payment of the Senior Notes.

Presented below are the condensed consolidating financial information of the Company, the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis.



Condensed Consolidating Balance Sheet
March 31, 2015
Unaudited
(in thousands)

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	19,853	$	313,388	$	5,249	$	—		$	338,490
Restricted cash and cash equivalents	10,508		725,383		101,737		—			837,628
Residential loans at amortized cost, net	13,073		7,716		1,268,109		—			1,288,898
Residential loans at fair value	—		11,636,925		567,912		—			12,204,837
Receivables, net	29,721		194,570		24,087		—			248,378
Servicer and protective advances, net	—		457,343		1,123,386		32,259			1,612,988
Servicing rights, net	—		1,693,982		—		—			1,693,982
Goodwill	—		575,468		—		—			575,468
Intangible assets, net	—		93,517		6,066		—			99,583
Premises and equipment, net	172		115,665		—		—			115,837
Other assets	53,741		196,008		42,329		—			292,078
Due from affiliates, net	679,171		—		—		(679,171		)	—
Investments in consolidated subsidiaries and VIEs	2,626,338		23,974		—		(2,650,312		)	—
Total assets	$	3,432,577	$	16,033,939	$	3,138,875	$	(3,297,224	)	$	19,308,167

LIABILITIES AND STOCKHOLDERS' EQUITY
Payables and accrued liabilities	$	51,446	$	612,593	$	14,423	$	(9,149	)	$	669,313
Servicer payables	—		695,299		—		—			695,299
Servicing advance liabilities	—		194,112		1,090,692		—			1,284,804
Warehouse borrowings	—		1,187,543		—		—			1,187,543
Excess servicing spread liability at fair value	—		63,349		—		—			63,349
Corporate debt	2,265,222		1,609		—		—			2,266,831
Mortgage-backed debt	—		—		1,706,367		—			1,706,367
HMBS related obligations at fair value	—		10,304,384		—		—			10,304,384
Deferred tax liability, net	66,948		11,544		2,788		36			81,316
Obligation to fund Non-Guarantor VIEs	—		35,304		—		(35,304		)	—
Due to affiliates, net	—		578,801		100,370		(679,171		)	—
Total liabilities	2,383,616		13,684,538		2,914,640		(723,588		)	18,259,206

Stockholders' equity:
Total stockholders' equity	1,048,961		2,349,401		224,235		(2,573,636		)	1,048,961
Total liabilities and stockholders' equity	$	3,432,577	$	16,033,939	$	3,138,875	$	(3,297,224	)	$	19,308,167



Condensed Consolidating Balance Sheet
December 31, 2014
(in thousands)

	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	3,162	$	311,810	$	5,203	$	—		$	320,175
Restricted cash and cash equivalents	10,507		617,774		104,734		—			733,015
Residential loans at amortized cost, net	13,302		8,456		1,292,781		—			1,314,539
Residential loans at fair value	—		11,246,197		586,433		—			11,832,630
Receivables, net	16,363		172,579		26,687		—			215,629
Servicer and protective advances, net	—		527,758		1,192,473		40,851			1,761,082
Servicing rights, net	—		1,730,216		—		—			1,730,216
Goodwill	—		575,468		—		—			575,468
Intangible assets, net	—		97,248		6,255		—			103,503
Premises and equipment, net	157		124,769		—		—			124,926
Other assets	69,780		164,815		46,199		—			280,794
Due from affiliates, net	697,979		—		—		(697,979		)	—
Investments in consolidated subsidiaries and VIEs	2,641,527		15,756		—		(2,657,283		)	—
Total assets	$	3,452,777	$	15,592,846	$	3,260,765	$	(3,314,411	)	$	18,991,977

LIABILITIES AND STOCKHOLDERS' EQUITY
Payables and accrued liabilities	$	42,076	$	616,445	$	14,294	$	(8,986	)	$	663,829
Servicer payables	—		584,567		—		—			584,567
Servicing advance liabilities	—		205,628		1,160,257		—			1,365,885
Warehouse borrowings	—		1,176,956		—		—			1,176,956
Excess servicing spread liability at fair value	—		66,311		—		—			66,311
Corporate debt	2,265,668		2,131		—		—			2,267,799
Mortgage-backed debt	—		—		1,751,459		—			1,751,459
HMBS related obligations at fair value	—		9,951,895		—		—			9,951,895
Deferred tax liability, net	68,374		15,353		2,869		21			86,617
Obligation to fund Non-Guarantor VIEs	—		32,902		—		(32,902		)	—
Due to affiliates, net	—		583,331		114,648		(697,979		)	—
Total liabilities	2,376,118		13,235,519		3,043,527		(739,846		)	17,915,318

Stockholders' equity:
Total stockholders' equity	1,076,659		2,357,327		217,238		(2,574,565		)	1,076,659
Total liabilities and stockholders' equity	$	3,452,777	$	15,592,846	$	3,260,765	$	(3,314,411	)	$	18,991,977



Condensed Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2015
Unaudited
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	95,053		$	56		$	(4,222	)	$	90,887
Net gains on sales of loans	—			125,227			—			—			125,227
Interest income on loans	260			62			31,619			—			31,941
Net fair value gains on reverse loans and related HMBS obligations	—			30,774						—			30,774
Insurance revenue	—			12,922			1,422			(213		)	14,131
Other revenues	2,978			15,625			18,877			(19,583		)	17,897
Total revenues	3,238			279,663			51,974			(24,018		)	310,857

EXPENSES
Salaries and benefits	5,113			142,061			54			—			147,228
General and administrative	8,652			129,111			5,715			(14,831		)	128,647
Interest expense	36,734			10,944			27,951			(758		)	74,871
Depreciation and amortization	30			16,413			189			—			16,632
Corporate allocations	(12,744		)	12,744			—			—			—
Other expenses, net	273			930			2,844			—			4,047
Total expenses	38,058			312,203			36,753			(15,589		)	371,425

OTHER GAINS (LOSSES)
Other net fair value losses	—			(234		)	(638		)	—			(872		)
Other	11,762			—			—			—			11,762
Total other gains (losses)	11,762			(234		)	(638		)	—			10,890

Income (loss) before income taxes	(23,058		)	(32,774		)	14,583			(8,429		)	(49,678		)
Income tax expense (benefit)	(4,892		)	(11,478		)	1,068			(3,368		)	(18,670		)
Income (loss) before equity in earnings of consolidated subsidiaries and VIEs	(18,166		)	(21,296		)	13,515			(5,061		)	(31,008		)
Equity in earnings (loss) of consolidated subsidiaries and VIEs	(12,842		)	5,823			—			7,019			—
Net income (loss)	$	(31,008	)	$	(15,473	)	$	13,515		$	1,958		$	(31,008	)

Comprehensive income (loss)	$	(30,981	)	$	(15,473	)	$	13,515		$	1,958		$	(30,981	)



Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended March 31, 2014
Unaudited
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	177,351		$	23		$	(4,582	)	$	172,792
Net gains on sales of loans	—			104,034			—			—			104,034
Interest income on loans	159			177			34,086			—			34,422
Net fair value gains on reverse loans and related HMBS obligations	—			17,236			—			—			17,236
Insurance revenue	—			21,938			1,450			—			23,388
Other revenues	269			17,582			4,792			(4,567		)	18,076
Total revenues	428			338,318			40,351			(9,149		)	369,948

EXPENSES
Salaries and benefits	1,268			134,629			—			—			135,897
General and administrative	11,421			100,875			6,780			(10,211		)	108,865
Interest expense	36,441			17,425			20,983			—			74,849
Depreciation and amortization	30			18,413			201			—			18,644
Corporate allocations	(10,943		)	10,943			—			—			—
Other expenses, net	167			346			(288		)				225
Total expenses	38,384			282,631			27,676			(10,211		)	338,480

OTHER LOSSES
Other net fair value losses	(48		)	(411		)	(2,044		)	—			(2,503		)
Total other losses	(48		)	(411		)	(2,044		)	—			(2,503		)

Income (loss) before income taxes	(38,004		)	55,276			10,631			1,062			28,965
Income tax expense (benefit)	(10,480		)	20,063			1,544			461			11,588
Income (loss) before equity in earnings of consolidated subsidiaries and VIEs	(27,524		)	35,213			9,087			601			17,377
Equity in earnings (loss) of consolidated subsidiaries and VIEs	44,901			(1,524		)	—			(43,377		)	—
Net income	$	17,377		$	33,689		$	9,087		$	(42,776	)	$	17,377

Comprehensive income	$	17,381		$	33,689		$	9,083		$	(42,772	)	$	17,381



Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2015
Unaudited
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by (used in) operating activities	$	(28,684	)	$	57,882		$	91,852		$	—		$	121,050

Investing activities
Purchases and originations of reverse loans held for investment	—			(428,350		)	—			—			(428,350		)
Principal payments received on reverse loans held for investment	—			152,195			—			—			152,195
Principal payments received on mortgage loans held for investment	336			—			41,091			—			41,427
Payments received on charged-off loans held for investment	—			6,372			—			—			6,372
Payments received on receivables related to Non-Residual Trusts	—			—			2,020			—			2,020
Cash proceeds from sales of real estate owned, net	(5		)	15,195			2,521			—			17,711
Purchases of premises and equipment	(45		)	(3,641		)	—			—			(3,686		)
Decrease (increase) in restricted cash and cash equivalents	(1		)	1,223			(980		)	—			242
Payments for acquisitions of businesses, net of cash acquired	—			(2,809		)	—			—			(2,809		)
Acquisitions of servicing rights	—			(53,919		)	—			—			(53,919		)
Proceeds from sale of investment	14,376			—			—			—			14,376
Proceeds from sale of servicing rights	—			543			—			—			543
Capital contributions to subsidiaries and VIEs	(4,211		)	(3,082		)	—			7,293			—
Returns of capital from subsidiaries and VIEs	8,067			4,397			—			(12,464		)	—
Change in due from affiliates	17,981			13,612			(14,440		)	(17,153		)	—
Other	11,662			893			—			—			12,555
Cash flows provided by (used in) investing activities	48,160			(297,371		)	30,212			(22,324		)	(241,323		)

Financing activities
Payments on corporate debt	(3,750		)	(522		)	—			—			(4,272		)
Proceeds from securitizations of reverse loans	—			457,448			—			—			457,448
Payments on HMBS related obligations	—			(195,783		)	—			—			(195,783		)
Issuances of servicing advance liabilities	—			56,730			118,995			—			175,725
Payments on servicing advance liabilities	—			(68,246		)	(188,560		)	—			(256,806		)
Net change in warehouse borrowings related to mortgage loans	—			29,235			—			—			29,235
Net change in warehouse borrowings related to reverse loans	—			(18,648		)	—			—			(18,648		)
Payments on excess servicing spread liability	—			(2,199		)	—			—			(2,199		)
Other debt issuance costs paid	—			(1,462		)	(156		)	—			(1,618		)
Payments on mortgage-backed debt	—			—			(45,050		)	—			(45,050		)
Capital contributions	—			4,135			3,158			(7,293		)	—
Capital distributions	—			(1,479		)	(10,985		)	12,464			—
Change in due to affiliates	827			(18,142		)	162			17,153			—
Other	138			—			418			—			556
Cash flows provided by (used in) financing activities	(2,785		)	241,067			(122,018		)	22,324			138,588

Net increase (decrease) in cash and cash equivalents	16,691			1,578			46			—			18,315
Cash and cash equivalents at the beginning of the period	3,162			311,810			5,203			—			320,175
Cash and cash equivalents at the end of the period	$	19,853		$	313,388		$	5,249		$	—		$	338,490



Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2014
Unaudited
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by (used in) operating activities	$	8,231		$	420,654		$	(21,473	)	$	140		$	407,552

Investing activities
Purchases and originations of reverse loans held for investment	—			(323,132		)	—			—			(323,132		)
Principal payments received on reverse loans held for investment	—			100,729			—			—			100,729
Principal payments received on mortgage loans held for investment	26			19			38,725			—			38,770
Payments received on receivables related to Non-Residual Trusts	—			—			3,230			—			3,230
Cash proceeds from sales of real estate owned, net	45			6,668			4,723			—			11,436
Purchases of premises and equipment	—			(4,524		)	—			—			(4,524		)
Decrease (increase) in restricted cash and cash equivalents	(752		)	5,939			(484		)	—			4,703
Payments for acquisitions of businesses, net of cash acquired	—			(41,912		)	—			—			(41,912		)
Acquisitions of servicing rights	—			8,843			—			—			8,843
Capital contributions to subsidiaries and VIEs	(101		)	(57		)	—			158			—
Returns of capital from subsidiaries and VIEs	6,947			2,286			—			(9,233		)	—
Change in due from affiliates	(67,537		)	(14,952		)	(17,849		)	100,338			—
Other	—			(450		)	—			—			(450		)
Cash flows provided by (used in) investing activities	(61,372		)	(260,543		)	28,345			91,263			(202,307		)

Financing activities
Payments on corporate debt	(3,750		)	(823		)	—			—			(4,573		)
Proceeds from securitizations of reverse loans	—			445,046			—			—			445,046
Payments on HMBS related obligations	—			(117,731		)	—			—			(117,731		)
Issuances of servicing advance liabilities	—			222,594			40,276			—			262,870
Payments on servicing advance liabilities	—			(227,183		)	(10,506		)	—			(237,689		)
Net change in warehouse borrowings related to mortgage loans	—			(361,909		)	—			—			(361,909		)
Net change in warehouse borrowings related to reverse loans	—			(72,339		)	—			—			(72,339		)
Other debt issuance costs paid	—			(5,278		)	—			—			(5,278		)
Payments on mortgage-backed debt	—			—			(45,488		)	—			(45,488		)
Capital contributions	—			30			128			(158		)	—
Capital distributions	—			(39		)	(9,194		)	9,233			—
Change in due to affiliates	(2,354		)	84,900			17,932			(100,478		)	—
Other	5,666			(3,001		)	—			—			2,665
Cash flows used in financing activities	(438		)	(35,733		)	(6,852		)	(91,403		)	(134,426		)

Net increase (decrease) in cash and cash equivalents	(53,579		)	124,378			20			—			70,819
Cash and cash equivalents at the beginning of the period	100,009			388,644			3,232			—			491,885
Cash and cash equivalents at the end of the period	$	46,430		$	513,022		$	3,252		$	—		$	562,704