Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):  November 7, 2022

Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in Charter) 


(State or Other Jurisdiction
of Incorporation)
File Number)
(I.R.S. Employer
Identification No.)

8950 Cypress Waters Blvd.
Coppell, TX 75019
(Address of Principal Executive Offices, and Zip Code)

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01 Regulation FD Disclosure.

In connection with investor meetings scheduled for the week of November 7, 2022, Mr. Cooper Group Inc. (the “Company”) intends to provide the investor presentation slides furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, the Company provided the following update:

Last week, the Company completed its actions to realign capacity in the Originations segment, consistent with reduced customer demand in a higher mortgage-rate environment.  These actions resulted in the elimination of approximately 800 positions.
During the fourth quarter, the Company expects to incur a charge of approximately $20 million for the reductions in force in the Originations segment and for other efficiency initiatives across the organization.
Additionally, the Company clarified its outlook for servicing pretax operating income:  after ramping to $140 million in the fourth quarter, servicing pretax operating income is expected to total between $550 and $600 million during 2023, assuming no change in current mortgage rates.

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Our actual results could differ materially from those predicted or implied. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K. We assume no obligation to update such statements.
Non-GAAP Financial Measures
The Company utilizes non-GAAP financial measures as the measures provide additional information to assist investors in understanding and assessing the Company’s and our business segments’ ongoing performance and financial results, as well as assessing our prospects for future performance. The adjusted operating financial measures facilitate a meaningful analysis and allow more accurate comparisons of our ongoing business operations because they exclude items that may not be indicative of or are unrelated to the Company’s and our business segments’ core operating performance and are better measures for assessing trends in our underlying businesses. These notable items are consistent with how management views our businesses. The Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measures of Originations pretax operating income and Servicing pre-tax operating income contained in this Form 8-K to their most directly comparable GAAP financial measures, because the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measures to their respective most directly comparable GAAP financial measure is not (and was not, when prepared) available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Pre-tax income (loss) includes the impact of certain items, such as mark-to-market in the Servicing segment, that impact comparability between periods, which may be significant and are difficult to project with a reasonable degree of accuracy. In addition, the Company believes such reconciliation could imply a degree of precision that might be confusing or misleading to investors. The probable significance of providing these forward-looking non-GAAP financial measures without the directly comparable GAAP financial measures is that such GAAP financial measures may be materially different from the corresponding non-GAAP financial measures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Mr. Cooper Group Inc.
Date:  November 7, 2022

 /s/ Jaime Gow
Jaime Gow
Executive Vice President & Chief Financial Officer

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