grepcent / static financial knowledge base

ONITY GROUP INC. (ONIT)

CIK: 0000873860. SIC: 6162 Mortgage Bankers & Loan Correspondents. Latest 10-K as of: 2026-02-17.

SIC breadcrumb: Finance, Insurance, And Real Estate > SIC Major Group 61 > SIC 6162 Mortgage Bankers & Loan Correspondents

SEC company page: https://www.sec.gov/edgar/browse/?CIK=873860. Latest filing source: 0001628280-26-008625.

Informational only - descriptive public-record data, not investment advice.

Business

Read ONIT's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read ONIT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,066,700,000USD20252026-02-17
Net income189,500,000USD20252026-02-17
Assets16,170,600,000USD20252026-02-17

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000873860.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20122013201420152016201720182019202020212022202320242025
Revenue1,387,163,0001,194,576,0001,063,045,0001,123,375,000960,900,0001,050,100,000953,900,0001,066,700,000976,000,0001,066,700,000
Net income-199,762,000-127,966,000-70,772,000-142,125,000-40,200,00018,100,00025,700,000-63,700,00033,900,000189,500,000
Diluted EPS-1.97-1.61-1.01-15.86-4.591.932.85-8.344.1321.46
Operating cash flow421,228,000409,021,000272,578,000151,940,000261,000,000-468,400,000173,200,00010,400,000-573,800,000-748,000,000
Capital expenditures33,518,0009,053,0009,016,0001,954,0004,100,0003,300,0005,500,0002,200,000800,0002,900,000
Assets7,655,663,0008,403,164,0009,394,216,00010,406,199,00010,651,100,00012,147,100,00012,399,200,00012,513,700,00016,435,400,00016,170,600,000
Liabilities7,000,380,0007,856,290,0008,839,511,0009,994,188,00010,235,755,00011,670,400,00011,942,500,00012,111,900,00015,942,500,00015,492,800,000
Stockholders' equity1,611,422,0001,812,591,0001,038,394,000851,562,000652,958,000545,040,000554,705,000401,800,000442,900,000627,900,000
Cash and cash equivalents256,549,000259,655,000329,132,000428,339,000284,800,000192,800,000208,000,000201,600,000184,800,000180,500,000
Free cash flow387,710,000399,968,000263,562,000149,986,000256,900,000-471,700,000167,700,0008,200,000-574,600,000-750,900,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20122013201420152016201720182019202020212022202320242025
Net margin-14.40%-10.71%-6.66%-12.65%-4.18%1.72%2.69%-5.97%3.47%17.77%
Return on equity-30.59%-23.48%-12.76%-15.85%7.65%30.18%
Return on assets-2.61%-1.52%-0.75%-1.37%-0.38%0.15%0.21%-0.51%0.21%1.17%
Liabilities / equity10.7214.4115.9430.1436.0024.67

Industry Peer Context

Each number-line places ONIT against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

ONIT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.ONIT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.5 SIC peersMin -1.0%Median 9.1%Max 24.5%ONIT 17.8%

ROE peer context

ONIT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.ONIT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.5 SIC peersMin -0.3%Median 11.4%Max 30.2%ONIT 30.2%

ROA peer context

ONIT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.ONIT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6162; peer count 5.5 SIC peersMin -0.1%Median 0.2%Max 1.7%ONIT 1.2%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

ONIT FY2025 free cash flow bridge from reported figures.ONIT FY2025 free cash flow bridge from reported figures.ONIT free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount-$1.0B$0.0B$250.0M-$748.0MOperating cash flow-$2.9MCapex-$750.9MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-008625; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-008625; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-008625; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

ONIT revenue, last 5 periods. Source: SEC companyfacts FY2025.ONIT revenue, last 5 periods. Source: SEC companyfacts FY2025.ONIT RevenueLatest point: FY2025 = $1.1BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: Revenues. Source concepts: us-gaap:Revenues.

ONIT net income, last 5 periods. Source: SEC companyfacts FY2025.ONIT net income, last 5 periods. Source: SEC companyfacts FY2025.ONIT Net incomeLatest point: FY2025 = $189.5MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

ONIT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ONIT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ONIT Diluted EPSLatest point: FY2025 = $21.46/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$10.00/share$0.00/share$30.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

ONIT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ONIT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ONIT Operating cash flowLatest point: FY2025 = -$748.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$750.0M$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

ONIT capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ONIT capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ONIT Capital expendituresLatest point: FY2025 = $2.9MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

ONIT assets, last 5 periods. Source: SEC companyfacts FY2025.ONIT assets, last 5 periods. Source: SEC companyfacts FY2025.ONIT AssetsLatest point: FY2025 = $16.2BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: Assets. Source concepts: us-gaap:Assets.

ONIT liabilities, last 5 periods. Source: SEC companyfacts FY2025.ONIT liabilities, last 5 periods. Source: SEC companyfacts FY2025.ONIT LiabilitiesLatest point: FY2025 = $15.5BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

ONIT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ONIT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ONIT Stockholders' equityLatest point: FY2025 = $627.9MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2017FY2018FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

ONIT cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ONIT cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ONIT Cash and cash equivalentsLatest point: FY2025 = $180.5MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

ONIT free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ONIT free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ONIT Free cash flowLatest point: FY2025 = -$750.9MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$1.0B$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008625; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000873860.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.11reported discrete quarter
2022-Q32022-09-304.17reported discrete quarter
2023-Q12023-03-31-5.34reported discrete quarter
2023-Q22023-06-30272,000,00015,500,0001.95reported discrete quarter
2023-Q32023-09-30255,500,0008,500,0001.05reported discrete quarter
2023-Q42023-12-31277,300,000-47,500,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31239,100,00030,100,0003.74reported discrete quarter
2024-Q22024-06-30246,400,00010,500,0001.33reported discrete quarter
2024-Q32024-09-30265,700,00021,400,0002.65reported discrete quarter
2024-Q42024-12-31224,800,000-28,100,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31249,800,00022,100,0002.50reported discrete quarter
2025-Q22025-06-30246,600,00021,500,0002.40reported discrete quarter
2025-Q32025-09-30280,300,00018,700,0002.03reported discrete quarter
2025-Q42025-12-31290,000,000127,200,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31294,300,0007,600,0000.74reported discrete quarter

Quarterly Charts

ONIT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT Quarterly RevenueLatest point: 2026-Q1 = $294.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030753; filed 2026-05-05. Concept: Revenues. Source concepts: us-gaap:Revenues.

ONIT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT Quarterly Net incomeLatest point: 2026-Q1 = $7.6MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030753; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

ONIT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.ONIT Quarterly Diluted EPSLatest point: 2026-Q1 = $0.74/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$6.00/share$0.00/share$6.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-030753; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-030753.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, including for charts, except per share amounts and unless otherwise indicated. Amounts may not add in certain tables due to rounding.)

45

OVERVIEW

General

We are a leading non-bank mortgage servicer and originator providing solutions through our primary brand, Onity Mortgage (formerly PHH Mortgage). On March 23, 2026, PHH Mortgage Corporation changed its name to Onity Mortgage Corporation (OMC). Our reverse mortgage product brand, Liberty Reverse Mortgage, has also been rebranded under the Onity Mortgage name. Onity is one of the largest non-bank servicers in the country based on UPB, focused on delivering a variety of servicing and lending programs. Onity is also one of the largest correspondent lenders in the U.S. based on origination UPB. Onity Mortgage (formerly Liberty Reverse Mortgage) is one of the nation’s largest reverse mortgage lenders and servicers based on origination and securitization UPB, dedicated to education and providing loans that help customers meet their personal and financial needs by drawing upon their home equity. Across the forward and reverse portfolio we serviced or subserviced 1.4 million loans with a total UPB of $338.4 billion on behalf of more than 3,900 investors and 113 subservicing clients as of March 31, 2026. We service all mortgage loan classes, including conventional, government-insured, non-Agency, small-balance commercial and multi-family loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window and co-issue programs, bulk MSR purchase transactions, and subservicing agreements.

Volume Overview

The table below summarizes the new volume of Originations by channel on a current and comparative basis. The volume of Originations is a key driver of the profitability of our Originations segment, along with margins, and also a key driver of the replenishment and growth of our Servicing segment. In the first quarter of 2026, we added $28.5 billion of new volume, with $14.3 billion of new Originations production, $8.5 billion of subservicing additions, and $5.7 billion bulk acquisitions, as further detailed in the below table.

$ In billionsUPB$ Change
Three Months EndedQ1 2026 vs. Q4 2025Q1 2026 vs. Q1 2025
March 31,December 31,March 31,
202620252025
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$1.2$0.8$0.3$0.4$0.9
Correspondent MSR (1)5.86.73.8(0.8)2.0
Flow and Agency Cash Window MSR purchases (2)7.26.82.80.44.4
Reverse mortgage origination (3)0.10.10.2(0.1)(0.1)
Total Originations production14.314.37.0(0.1)7.2
Bulk MSR purchases (2)5.72.44.93.30.8
Total servicing additions20.016.711.93.28.1
Interim forward subservicing5.24.52.20.62.9
Other new subservicing3.47.52.7(4.1)0.7
Total subservicing additions (4)8.512.04.9(3.5)3.6
Total servicing and subservicing UPB additions$28.5$28.7$16.8$(0.2)$11.7

(1)Represents the UPB of loans that have been originated or purchased (funded) during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.

(4)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business. Excludes additions related to sales of MSRs with subservicing retained.

46

The following table summarizes the average volume of our Servicing segment, on a current and comparative basis. The average servicing volume is a key driver of the profitability of our Servicing segment. The relative weight of performing and delinquent loans or servicing and subservicing also drive the amount and timing of gross revenue and expenses. Our average total servicing and subservicing UPB increased by $11.5 billion or 3.6% during the first quarter of 2026 compared to the preceding quarter (14.2% annualized), and increased by $29.5 billion or 9.7% as compared to the prior year three months, net of runoff and sales, primarily driven by increases in our owned MSR and in subservicing. For comparison purposes, the total estimated industry mortgage debt outstanding increased 3.1% quarter over quarter (annualized) and 3.3% year over year (source: Mortgage Bankers Association (MBA) Mortgage Finance Forecast as of April 20, 2026).

$ In billionsAverage UPB% Change
Three Months EndedQ1 2026 vs. Q4 2025Q1 2026 vs. Q1 2025
March 31,December 31,March 31,
202620252025
Owned MSR (1)$158.2$149.7$134.15.7%18.0%
MSR transferred to MSR capital partners (2)38.238.740.3(1.3)%(5.2)%
Subservicing (including reverse subservicing)125.0121.5117.22.9%6.6%
Reverse mortgage loans and other (3)12.612.612.9(0.3)%(2.2)%
Total servicing and subservicing UPB (average)$334.0$322.5$304.53.6%9.7%

(1)Includes MSRs related to ESS financing liabilities.

(2)MSRs sold or transferred to MSR capital partners with subservicing retained and that do not qualify for derecognition / sale accounting. Reported as MSR at fair value on our consolidated balance sheet along with an associated Pledged MSR liability, economically deemed as subservicing relationship.

(3)Reverse mortgage loans and other servicing (including whole loans) carried on balance sheet.

As of March 31, 2026 and December 31, 2025, the total servicing and subservicing UPB amounted to $338.4 billion and $328.3 billion, respectively, a net increase of $10.1 billion or 3.1% (12.3% annualized).

Market Update

The following table presents key market interest rates which are important drivers of our businesses. As further discussed, the 30-year fixed rate mortgage is a key driver of Originations volume and prepayments in Servicing, the 10-year Treasury rate is a key benchmark for MSR valuation and hedging activities, and the 1-month SOFR is a key benchmark for the profitability of our Servicing segment (including float earnings and asset-backed financing cost) and our Originations segment (mortgage loan financing cost).

Three Months Ended
March 31,December 31,March 31,
202620252025
30-year fixed rate mortgage (FRM) (1)
Average6.11%6.23%6.83%
End of period6.38%6.15%6.65%
10-year Treasury rate (end of period)4.30%4.18%4.23%
1-month Term SOFR (average)3.67%3.91%4.32%

(1)Source: Freddie Mac PMMS - Primary Mortgage Market Survey

The 30-year fixed rate mortgage rate increased 23 basis points (end of period) in the first quarter of 2026 driving lower refinancing and home purchase activity in the latter part of the quarter, however rate declines earlier in the quarter drove increased refinancing activity (see market interest rates graph below). The average 30-year fixed rate mortgage rate declined 12 basis points quarter over quarter and declined 72 basis points year over year.

47

Our three benchmark rates above followed the decline in the federal funds rate in 2025, as displayed in the graph below. The Federal Reserve reduced its federal funds target rate a total of 50 basis points in the later part of 2025 (25 basis points in September and 25 basis points in December) resulting in increased activity in the origination market. In the first quarter of 2026, the Federal Reserve kept the federal funds rate unchanged. The 1-month SOFR largely followed the federal funds rate, as illustrated in the graph below, resulting in a 2 basis point decline (end of period) in the first quarter of 2026 as compared to a 44 basis point decline in the fourth quarter of 2025. The average 1-month SOFR declined 24 basis points quarter over quarter and declined 65 basis points year over year.

As further illustrated in the below graph, the 10-year Treasury rate increased (12 basis points) in the first quarter of 2026 compared to an increase of 2 basis points in the fourth quarter of 2025, and a decrease of 35 basis points during the first quarter of 2025. The 30-year fixed rate mortgage rate and the 10-year Treasury rate do not necessarily move in parallel. If the 10-year Treasury rate remains flat and the 30-year fixed mortgage rates decline this is referred to as mortgage spread tightening, and may stimulate mortgage activity beyond the 10-year Treasury rate.

The following graph compares market interest rates over the current and comparative periods:

Another key driver of our Originations business is the overall mortgage origination market volume, that, in addition to interest rates, is sensitive to home sales and home prices and other macroeconomic conditions, such as gross domestic product and unemployment. We source a large part of our Originations volume from Correspondent lenders and the industry volume is a relevant benchmark. The following graphs present the industry origination volumes (in $ billions, average of the MBA and Fannie Mae data) in the current and comparative periods.

Source: MBA Mortgage Finance Forecast as of April 20, 2026 and Fannie Mae Housing Forecast as of April 13, 2026. In $ billions.

48

The average industry volume declined 7% quarter over quarter (Q1 2026 vs Q4 2025), led by a reduction in purchase activity (vs. flat refinance activity), and grew 44% year over year (Q1 2026 vs Q1 2025) driven by higher refinance originations as borrowers responded to favorable interest rates movements. Comparatively, our Originations volume growth (funded volume of Correspondent and Consumer Direct) outpaced the industry year over year, as summarized below:

Q1 2026 vs.Q1 2026 vs.
Q4 2025Q1 2025
Comparative Origination Volume Growth
Industry (see above)(7)%44%
Onity(6)%71%

Financial Highlights

Results of operations for the first quarter of 2026

•Net income attributable to common stockholders of $7 million, or $0.78 per share basic and $0.74 diluted

•Servicing and subservicing fee revenue of $222 million, with $338 billion total servicing and subservicing UPB

•Originations gain on sale of $37 million

•$16 million MS

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-17. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, including for charts, except per share amounts and unless otherwise indicated)

The Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2025 and 2024 items and provides year-to-year comparisons between 2025 and 2024. Discussions of year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 21, 2025.

OVERVIEW

General

We are a leading non-bank mortgage servicer and originator providing solutions through our primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH is one of the largest non-bank servicers in the country based on UPB, focused on delivering a variety of servicing and lending programs. PHH is also one of the largest correspondent lenders in the U.S. based on origination UPB. Liberty is one of the nation’s largest reverse mortgage lenders and servicers based on origination and securitization UPB, dedicated to education and providing loans that help customers meet their personal and financial needs by drawing upon their home equity. We serviced or subserviced 1.4 million loans with a total UPB of $328.3 billion on behalf of more than 3,900 investors and 119 subservicing clients as of December 31, 2025. We service all mortgage loan classes, including conventional, government-insured, non-Agency, small-balance commercial and multi-family loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window and co-issue programs, bulk MSR purchase transactions, and subservicing agreements.

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Volume Overview

The table below summarizes the new volume of Originations by channel during 2025, compared with the volume of the two preceding years. The volume of Originations is a key driver of the profitability of our Originations segment, along with margins, and also a key driver of the replenishment and growth of our Servicing segment. In 2025, we added $84.8 billion of new volume, with $33.3 billion of subservicing additions, $42.7 billion of new Originations production and $8.8 billion bulk acquisitions, as further detailed in the below table.

$ In billionsUPB$ Change
Years Ended December 31,2025 vs 20242024 vs 2023
202520242023
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$1.9$0.9$0.4$1.0$0.5
Correspondent MSR (1)22.316.112.26.24.0
Flow and Agency Cash Window MSR purchases (2)17.811.99.15.92.8
Reverse mortgage origination (3)0.60.80.7(0.1)0.1
Total Originations production42.729.722.313.07.4
Bulk MSR purchases (2)8.810.90.5(2.1)10.4
Total servicing additions51.540.622.810.917.9
Interim forward subservicing12.97.96.85.01.1
Other new subservicing20.437.020.8(16.6)16.2
Total subservicing additions (4)33.344.927.6(11.6)17.3
Total servicing and subservicing UPB additions$84.8$85.5$50.4$(0.8)$35.1

(1)Represents the UPB of loans that have been originated or purchased (funded) during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.

(4)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business.

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The following table summarizes the average volume of our Servicing segment in 2025, compared with the two preceding years. The average servicing volume is a key driver of the profitability of our Servicing segment. The relative weight of performing and delinquent loans or servicing and subservicing also drive the amount and timing of gross revenue and expenses. In 2025, our average total servicing and subservicing UPB increased $12.2 billion, or 4.1%, net of runoff and sales, primarily driven by an $19.2 billion increase in our Owned MSR, partly offset by a $6.0 billion decline in subservicing. For comparison purposes, the total estimated industry mortgage debt outstanding increased 2.2% in 2025 as compared to the prior year (source: Mortgage Bankers Association (MBA) Mortgage Finance Forecast as of January 21, 2026).

$ in billionsAverage UPB% Change
Years Ended December 31,2025 vs 20242024 vs 2023
202520242023
Owned MSR$142.3$123.0$123.815.6%(0.6)%
MSR transferred to MSR capital partners (1)39.543.578.2(9.2)%(44.4)%
Subservicing (including reverse subservicing)117.2123.281.7(4.9)%50.8%
Reverse mortgage loans and other (2)12.89.98.729.3%13.8%
Total servicing and subservicing UPB (average)$311.7$299.6$292.44.1%2.5%

(1)MSRs sold or transferred to MSR capital partners with subservicing retained and that do not qualify for derecognition / sale accounting. Reported as MSR at fair value on our consolidated balance sheet along with an associated Pledged MSR liability, economically deemed as subservicing relationship,

(2)Reverse mortgage loans and other servicing (including whole loans) carried on balance sheet.

As of December 31, 2025 and 2024, the total servicing and subservicing UPB amounted to $328.3 billion and $301.7 billion, respectively, a net increase of $26.6 billion or 9%.

Market Update

The following table presents key market interest rates which are important drivers of our businesses. As further discussed, the 30-year fixed rate mortgage is a key driver of Originations volume and prepayments in Servicing, the 10-year Treasury rate is a key benchmark for MSR valuation and hedging activities, and the 1-month SOFR is a key benchmark for the profitability of our Servicing segment (including float earnings and asset-backed financing cost).

Years Ended December 31,
202520242023
30-year fixed rate mortgage (FRM) (1)
Average6.60%6.72%6.80%
End of period6.15%6.85%6.61%
10-year Treasury rate (end of period)4.18%4.58%3.88%
1-month Term SOFR (average)4.21%5.11%5.07%

(1)Source: Freddie Mac PMMS - Primary Mortgage Market Survey

Our three benchmark rates above have followed the decline in the federal funds rate in 2025, as displayed in the below graph. The Federal Reserve reduced its federal funds target rate a total of 50 basis points in the later part of 2025 (25 basis points in September and 25 basis points in December). The 30-year fixed rate mortgage declined 70 basis points (end of period) and average 30-year fixed rate mortgage rate declined by 12 basis points in 2025 vs 2024 resulting in increased activity in the origination market. Similarly, the 10-year Treasury rate declined by 40 basis points year over year, driving MSR fair values down. The average 1-month term SOFR declined by 90 basis points vs. 2024.

In 2024, the average 30-year fixed rate mortgage rate remained mostly flat (down 8 basis points vs. 2023) resulting in a continued depressed origination market due to borrower affordability. The Federal Reserve reduced its federal funds target rate a total of 1 percentage point between September and December 2024 (50-basis point reduction in September and two consecutive 25-basis point reductions in November and December). Despite the Federal Reserve actions the 10-year Treasury rate increased by 70 basis points year over year, driving MSR fair values up. The average 1-month term SOFR remained flat (up 4 basis points vs. 2023) following the Federal Reserve respective actions in 2023 and 2024, as illustrated in the below graph.

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The following graph compares market interest rates over the current and comparative periods:

Another key driver of our Originations business is the overall mortgage origination market volume, that, in addition to interest rates, is sensitive to home sales and home prices and other macroeconomic conditions, such as gross domestic product and unemployment. We source a large part of our Originations volume from Correspondent lenders and the industry volume is a relevant benchmark. The following graphs present the industry origination volumes (in $ billions, average of the MBA and Fannie Mae data) in the current and comparative periods:

Source: MBA Mortgage Finance Forecast as of January 21, 2026 and Fannie Mae Housing Forecast as of January 13, 2026. In $ billions.

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The average industry volume grew 18% in 2025 as compared to the prior year, driven by higher refinance originations as borrowers responded to favorable interest rates movements. Comparatively, our Originations volume growth (funded volume of Correspondent and Consumer Direct) outpaced the industry for the years presented, as summarized below:

2025 vs 20242024 vs 2023
Comparative Origination Volume Growth
Industry (see above)18%14%
Onity42%36%

Financial Highlights

Results of operations for 2025

•Net income attributable to common stockholders of $185 million, or $23.07 per share basic and $21.46 diluted

•Servicing and subservicing fee revenue of $857 million, with $328 billion total servicing and subservicing UPB

•Originations gain on sale of $97 million

•$13 million MSR valuation gain attributable to input and assumption changes, net of hedging

Financial condition at the end of the year 2025

•Stockholders’ equity of $628 million, or $73.69 book value per common share

•MSR investment of $2.8 billion

•Total liquidity of $205 million, with cash position of $181 million

•Total assets of $16.2 billion

Business Strategy

We established the following strategy to deliver sustainable profitability and create long-term value for all stakeholders:

•Balance and diversification: Maintain a scale position in origination and servicing to address market-cycle opportunities;

•Prudent capital-light growth: Emphasize capital-light subservicing to drive servicing portfolio UPB growth and expand higher margin products and origination channels to drive accretive MSR investments;

•Industry-leading cost structure: Achieve industry cost leadership through continuous cost and process improvement, optimizing global operations and technology, and drive innovation, including artificial intelligence based solutions;

•Top-tier operating performance and capabilities: Deliver industry top-tier servicing operational performance and increase borrower and client satisfaction;

•Dynamic asset management: Optimize investment returns and liquidity through dynamic and opportunistic asset purchases and sales.

Our growth and asset management strategy includes purchasing assets and/or operations of complementary businesses, by means of acquisition, merger or other transaction forms. Our strategy may also include pursuing large transactions, including bulk purchases or sales of MSRs. We have engaged in such transactions in the past, and we continue to explore opportunities that may be accretive to our business and stockholders’ value.

In November 2025, PHH agreed to sell at book value its HECM loan portfolio and HMBS related borrowings to Finance of America Reverse LLC (“FAR”) and subservice the sold portfolio and additional loans from FAR for an initial three-year term. FAR agreed to acquire PHH’s originations pipeline of reverse mortgage loans and assume some of PHH’s U.S. based reverse originations employees. PHH agreed to discontinue its reverse originations business upon closing. As of the filing date of this Form 10-K, the closing of the transaction remains contingent on Ginnie Mae's approval.

Results of Operations and Financial Condition

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. The segment information presented below is prepared under GAAP, consistent with the amounts included in our consolidated financial statements.

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Condensed Statements of OperationsYears Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Revenue$1,066.7$976.0$1,066.79%(9)%
MSR valuation adjustments, net(169.8)(96.2)(232.2)77(59)
Operating expenses491.7436.5412.1136
Other income (expense), net(342.4)(404.1)(480.5)(15)(16)
Income (loss) before income taxes62.739.3(58.1)60(168)
Income tax expense (benefit)(126.8)5.35.6n/m(4)
Net income (loss) (1)189.533.9(63.7)459(153)
n/m: not meaningful

(1)Before preferred stock dividend

The following chart displays income (loss) before income taxes by segment for the years presented (also refer to the respective segment discussions):

Onity reported $189.5 million of net income in 2025, as compared to a $33.9 million in 2024, an improvement of $155.6 million, reflecting an increase in income before income taxes of $23.5 million and an increase in income tax benefit of $132.1 million. As interest rates declined in 2025, the relative profitability contribution of the Servicing and Originations segments changed, with higher volumes and gains in Originations, and higher MSR fair value losses in Servicing. The following discusses certain notable changes:

•A $90.7 million increase in revenue with a $42.9 million, or 5% increase in Servicing revenue and a $47.8 million, or 44% increase in Originations revenue, largely consistent with the growth of the respective businesses.

•A $73.7 million higher loss on MSR valuation adjustments, net, with $26.6 million higher runoff due to portfolio growth and $47.1 million unfavorable change in input and assumption updates, net of hedges, largely driven by prepayment speeds.

•A $55.3 million, or 13%, increase in operating expenses driven by the growth of the business, a $16.0 million increase in legal expenses, primarily attributed to our accrual for a legacy litigation matter, and an increase in technology expenses in connection with our innovation initiatives.

•A $61.7 million improvement in Other expense, net mostly driven by the net losses recognized on our corporate debt refinancing in November 2024 ($49.4 million loss on debt extinguishment and $13.7 million net gain on the sale of our investment in MAV Canopy) and a $22.4 million net financing cost reduction driven by lower short-term rates despite higher debt balances.

•A $120.1 million reversal of valuation allowance on our net deferred tax asset in the fourth quarter 2025 driven by Onity’s return to sustained profitability.

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Total Revenue

The below table presents revenue by type for the years presented:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Servicing and subservicing fees$857.2$832.5$947.33%(12)%
Gain on reverse loans and HMBS-related borrowings, net58.842.546.738(9)
Gain on loans held for sale, net93.059.040.65745
Other revenue, net57.842.032.03831
Total revenue$1,066.7$976.0$1,066.79%(9)%

The following chart displays total revenue by segment for the years presented (also refer to the respective segment discussions):

Total revenue for 2025 was $90.7 million, or 9%, higher as compared to 2024 due to a $42.9 million, or 5% increase in Servicing revenue and a $47.8 million, or 44% increase in Originations revenue, largely consistent with the growth of the respective businesses.

•The $42.9 million increase in Servicing revenue is mainly due to three contributing factors. First, Servicing and subservicing fees increased $26.7 million driven by MSR growth. Second, Gain on reverse loans and HMBS-related borrowings, net increased $17.9 million driven by portfolio fair value gains in a declining market interest rate environment and the growth of the portfolio with the acquisition of the reverse portfolio from Waterfall in the fourth quarter of 2024. Third, offsetting these increases was a $5.5 million unfavorable Gain on loans held for sale variance, mostly driven by losses on reverse mortgage buyouts in 2025, largely attributable to the acquired reverse portfolio from Waterfall.

•The $47.8 million increase in Originations revenue is primarily driven by a $39.5 million increase in Gain on loans held for sale, net and a $10.0 million increase in fee revenue, mainly due to a 42% increase in total loan production volume attributed to our MSR replenishment and growth strategy and our increased recapture.

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MSR Valuation Adjustments, Net

The table below presents the key components of MSR valuation adjustments, net which include MSRs, MSR pledged liabilities and ESS financing liabilities at fair value, together with MSR hedging derivatives:

Years Ended December 31,
202520242023
Realization of cash flows (runoff)$(183.2)$(156.6)$(143.6)
Fair value gains (losses) due to input and assumption changes1.2173.3(55.5)
MSR hedging derivative fair value gain (loss)12.2(112.9)(33.1)
Sub-total fair value gains (losses) due to rates and assumptions, net of hedging (1)13.460.5(88.6)
MSR valuation adjustments, net (1)$(169.8)$(96.2)$(232.2)

(1)Excludes fair value changes of reverse mortgage loans and HMBS related borrowing due to rates and assumptions that are part of the MSR hedging strategy through September 2025. Refer to the MSR Hedging Strategy section of Item 7A. Quantitative and Qualitative Disclosures About Market Risk for further detail and the discussion below within Servicing.

The $169.8 million loss on MSR valuation adjustments, net in 2025 is comprised of $183.2 million runoff, $1.2 million fair value gain attributed to input and assumption changes and $12.2 million gain on MSR hedging derivatives. MSR valuation adjustments, net increased by $73.7 million (higher loss) in 2025 compared to 2024 with $26.6 million higher runoff due to portfolio growth and $47.1 million unfavorable change in input and assumption updates, net of hedges, largely driven by prepayment speeds, as discussed below.

•MSRs are subject to runoff, a fair value decline due to the realization of expected cash flows and yield based on projected borrower behavior, including scheduled amortization of the loan UPB together with projected voluntary and involuntary prepayments. The unfavorable $26.6 million, or 17%, increase in runoff year-over-year is mostly due to the owned MSR portfolio growth.

•The $1.2 million fair value gain due to input and assumption changes in 2025 is attributed to the offsetting impact of unfavorable rate update and favorable other input and assumption update to reflect market participant perspectives on MSRs and actual market trade pricing levels. The change from a $173.3 million fair value gain in 2024 to a $1.2 million fair value gain in 2025 is mostly driven by changes in market interest rates as the 10-year Treasury rate declined 40 basis points in 2025 compared to an increase of 70 basis points in 2024 and less favorable input and assumption updates in 2025 including prepayment speeds.

•MSR hedging derivative fair value gains or losses are designed to partially offset the expected fair value changes of the net MSR, MSR pledged liabilities and ESS exposure, commensurate with our target hedge coverage ratio. The $12.2 million derivative gain is primarily driven by the changes in market interest rates discussed above. The $125.1 million year-over-year decrease in hedging losses is mainly due to market interest rates changes noted above, also considering our hedge coverage ratio. Also refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy and its effectiveness.

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Operating Expenses

The table below presents the key components of operating expenses:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Compensation and benefits$252.6$232.5$229.29%1%
Servicing and origination58.952.357.313(9)
Technology and communications64.152.952.5211
Professional services (1)67.852.622.329136
Occupancy, equipment and mailing33.631.431.87(1)
Other expenses14.714.719.0(22)
Total operating expenses$491.7$436.5$412.113%6%
Average headcount4,2644,3744,670(3)(6)

(1) 2023 included the reversal of our loss contingency accrual related to the CFPB and other matters resolved in our favor, reported in our Corporate segment.

The following chart displays operating expenses by segment for the years presented (also refer to the respective segment discussions):

Compensation and benefits expense for 2025 increased $20.1 million, or 9%, as compared to 2024 largely consistent with our growth, with three main drivers. First, commissions increased $8.2 million due to higher Originations loan production volume. Second, salaries and benefits increased $6.6 million with an increase in headcount within the Originations and Corporate segments to support and accelerate the growth of the business, partly offset by a decrease in the Servicing segment attributable to an effective cost discipline. While our total average headcount declined 3%, driven by a 4% decrease offshore, our U.S. headcount increased 2%. And third, incentive compensation, mostly in Corporate, increased $5.7 million driven by an increase in the fair value of cash-settled share-based awards due to an increase in our stock price, partly offset by a year over year decline in annual incentive compensation.

Servicing and origination expense for 2025 increased $6.6 million, or 13%, as compared to 2024, mostly driven by a $4.7 million increase in Servicing expense and $3.6 million higher Originations expense. The increase in Servicing expense is primarily due to higher losses in our reinsurance business and other offsetting factors. The increase in Originations expense was driven by higher production volume with a partial offset from the release of the provision for representation and warranty indemnification obligations during 2025 due to favorable demand resolutions.

Technology and communication expenses for 2025 increased $11.2 million or 21%, as compared to 2024, primarily driven by our technology initiatives (including robotic process automation, digitization and machine learning / artificial intelligence).

Professional services expense for 2025 increased $15.2 million, or 29%, mostly in Corporate, as compared to 2024, primarily attributed to our accrual for probable losses in 2025 in connection with a legacy litigation matter and an increase in legal fees related to other matters.

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Other Income (Expense)

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Interest income$135.4$93.3$78.04520
Interest expense(308.6)(288.9)(273.6)76
Net interest expense$(173.2)$(195.6)$(195.5)(11)%%
Pledged MSR liability expense(169.5)(175.4)(296.3)(3)(41)
Gain (loss) on extinguishment of debt(49.4)1.3(100)n/m
Earnings of equity method investee22.97.3(100)214
Other, net0.3(6.6)2.8(104)(337)
Other income (expense), net$(342.4)$(404.1)$(480.5)(15)(16)

Refer to the segments for discussion and analysis of Interest income and Interest expense. Refer to the Servicing segment for discussion and analysis of Pledged MSR liability expense and Earnings of equity method investee, including the gain on sale of our investment in MAV Canopy in the fourth quarter of 2024.

Loss on extinguishment of debt for 2024 includes the recognition of a $53.4 million loss on our redemption in November 2024 of all of the outstanding PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027, comprised of the accelerated write-off of $36.8 million unamortized discount and debt issuance costs, the payment of an $11.6 million make-whole redemption premium and a $5.0 million transaction fee to Oaktree. In addition, during 2024, we repurchased and extinguished a portion of the PMC Senior Secured Notes and recognized a gain of $4.1 million (prior to their redemption). During 2024, we repurchased $15.0 million of PMC Senior Secured Notes at a discount and recognized a $1.3 million gain on debt extinguishment, net of the respective write-off of unamortized discount and debt issuance costs.

Other, net expense for 2025 decreased $6.8 million as compared to 2024 primarily due to early payoff protection expense recognized in 2024 in connection with our MSR opportunistic sale transactions.

Income Tax Expense (Benefit)

Years Ended December 31,
202520242023
Income tax expense (benefit)$(126.8)$5.3$5.6
Income (loss) before income taxes62.739.3(58.1)
Effective tax rate(202)%14%(10)%

The income tax benefit of $126.8 million for the year ended December 31, 2025 was primarily due to the $120.1 million release of valuation allowances against U.S. federal and certain state deferred tax assets based on our evaluation of the realizability of these deferred tax assets as of December 31, 2025 (see further discussion below). In addition, we recognized a $13.3 million benefit due to the favorable resolution of a prior-year uncertain tax position during the year, partly offset by a $4.2 million Federal return-to-provision adjustment driven by tax planning strategies pursued by Onity at the time of filing the 2024 tax return and $1.9 million income tax expense on our foreign operations.

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Our effective tax rate for the years indicated in the table above was lower than the 21% federal statutory income tax rate primarily due to the full valuation allowance recorded on our net U.S. federal and state deferred tax assets at December 31, 2024 and 2023 and the release of a significant portion of that valuation allowance at December 31, 2025. We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we give more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses. As of December 31, 2025, we believe that the weight of the positive evidence outweighs the negative evidence regarding the realization of our U.S. federal and certain state deferred tax assets, resulting in the release of the corresponding valuation allowance. The release of the valuation allowance resulted in a material income tax benefit in 2025. As of December 31, 2025, for certain U.S. state net operating losses and interest expense disallowance carryforwards, we believe the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these state deferred tax assets and as a result are not considered to be more likely than not realizable; therefore, we have maintained a valuation allowance against these assets. Refer to Note 21 — Income Taxes for further details on deferred tax assets.

Under our transfer pricing agreements, our operations in India and Philippines are compensated on a cost-plus basis for the services they provide, such that even when we have a consolidated pre-tax loss from operations these foreign operations have taxable income, which is subject to statutory tax rates in these jurisdictions that are higher than the U.S. statutory rate of 21%.

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Balance Sheet and Cash Flow Overview

Balance Sheet SummaryDecember 31,$ Change% Change
20252024
Cash and cash equivalents$180.5$184.8$(4.3)(2)%
Restricted cash84.180.83.34
MSRs, at fair value2,825.32,466.3359.015
Advances, net483.4577.2(93.7)(16)
Loans held for sale, at fair value1,891.71,290.2601.547
Reverse loans held for sale pooled into HMBS, at fair value9,807.59,807.5n/m
Loans held for investment, at fair value (Reverse)11,125.3(11,125.3)(100)
Receivables, net189.8176.413.48
Premises and equipment, net10.811.0(0.2)(2)
Other assets273.9111.3162.6146
Contingent loan repurchase asset423.6412.211.43
Total assets$16,170.6$16,435.4$(264.7)(2)%
Total Assets by Segment
Servicing$14,683.5$15,242.5$(559.0)(4)%
Originations1,252.3945.0307.433
Corporate234.8247.9(13.1)(5)
$16,170.6$16,435.4$(264.7)(2)%
HMBS-related borrowings, at fair value$9,611.7$10,872.1$(1,260.5)(12)
MSR related financing liabilities, at fair value842.0846.9(4.9)(1)
MSR financing facilities, net1,285.2957.9327.334
Advance match funded liabilities341.9417.1(75.2)(18)
Mortgage warehouse facilities1,224.61,046.3178.317
Reverse mortgage securitization notes, net899.3481.9417.487
Senior notes, net489.6487.42.1
Other liabilities374.9420.6(45.7)(11)
Contingent loan repurchase liability423.6412.211.43
Total liabilities15,492.815,942.5(449.7)(3)
Mezzanine equity49.949.9
Total stockholders’ equity627.9442.9185.042
Total liabilities and equity$16,170.6$16,435.4$(264.7)(2)%
Total Liabilities by Segment
Servicing$14,041.3$14,712.8$(671.5)(5)%
Originations1,172.6928.3244.326
Corporate278.8301.4(22.6)(7)
$15,492.8$15,942.5$(449.7)(3)%
Book value per share$73.69$56.26$17.4331%

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Total assets decreased by $265 million, or 2%, between December 31, 2024 and December 31, 2025 mostly due to the decrease in Reverse loans held for sale pooled into HMBS, previously reported as Loans held for investment, partly offset by the growth in MSR and Loans held for sale. The $1,318 million net decline in reverse loans was driven by the runoff of the portfolio exceeding originations since the acquisition of the $2.9 billion portfolio of reverse mortgage loans from Waterfall in November 2024 that is relatively more aged (faster runoff). In addition, servicing advances declined $94 million largely driven by a year-over-year decline in delinquencies and our collection efforts. Partly offsetting these declines, our portfolio of Loans held for sale increased $602 million driven by the acquisitions of reverse mortgage buyouts and the growth in our Originations pipeline, predominantly Ginnie Mae loans, second-lien loans and non-Qualified Mortgages. Our MSR portfolio increased $359 million, or 15%, mostly attributed to $598 million MSR net additions partially offset by $255 million runoff. Other assets increased $163 million, largely driven by the reversal of the valuation allowance on deferred tax assets.

Total liabilities decreased by $450 million, or 3%, as compared to December 31, 2024 largely due to factors described above. Our HMBS-related borrowings decreased by $1,260 million with repayments exceeding new securitizations after the $2.9 billion acquisition of reverse mortgage assets and assumption of HMBS-related borrowings in November 2024. Advance match funded liabilities decreased $75 million consistent with the decline in servicing advances discussed above. Reverse mortgage securitization notes, net increased $417 million due to the issuance of OLIT Notes in 2025 to finance the acquisition of reverse mortgage loan buyouts. MSR financing facilities increased $327 million following the growth of our MSR portfolio. Mortgage warehouse facilities increased $178 million due to the higher Originations pipeline loans held for sale balance at December 31, 2025.

Total stockholders’ equity increased $185 million, or 42%, during 2025 mostly due to $190 million net income (including $120 million reversal of the valuation allowance on deferred tax assets) and $4 million compensation related to equity-classified awards, partly offset by $4 million dividends on preferred stock and $4 million exercise of common stock warrants by Oaktree.

Cash Flows

Our cash flows are summarized as follows:

$ in millionsYears Ended December 31,
20252024
Net cash provided by (used in) operating activities$(748)$(574)
Net cash provided by (used in) investing activities1,847401
Net cash provided by (used in) financing activities(1,100)183
Net increase (decrease) in cash, cash equivalents and restricted cash$(1)$10
Cash, cash equivalents and restricted cash at end of period$265$266

Our operating cash flows may be summarized as follows:

Years Ended December 31,
20252024
Origination/acquisition and sale of loans held for sale, net (1)(991)(837)
Decrease in advances, net6982
Interest paid(280)(251)
Income tax paid(8)(13)
Other net operating cash flows461445
Net cash used in operating activities$(748)$(574)

(1)Loan acquisitions are servicing released, i.e., cash outflows include the servicing right component of the acquired loans, and most of the loan sales are servicing retained, i.e., the cash proceeds we receive exclude the value of the servicing right component that we retain, resulting in a net operating cash outflow of $386 million and $248 million for originated MSRs (OMSRs) in 2025 and 2024, respectively. We generally finance these new OMSRs along with purchased MSRs (those reflected as investing cashflows) with MSR financing facilities at advance rates up to 70%.

Cash flows for the year ended December 31, 2025

Our operating activities used $748 million of cash during the year 2025 largely driven by $991 million net cash paid on loans held for sale. These net cash outflows on loans held for sale were attributed to the growth of the pipeline with loan production volume exceeding sales, $386 million originated MSRs and the acquisition of $272 million reverse buyouts (financed with our OLIT securitization program). The year over year increase was mostly driven by higher originated MSRs.

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Operating cash inflows included $69 million net collections of servicing advances, driven by lower delinquencies and loan resolutions in our non-Agency MSR portfolio.

Interest paid ($280 million, excluding interest collections) increased $29 million year over year, with higher interest on our MSR financing facilities, mortgage warehouse facilities and reverse mortgage securitization notes in 2025 due to volume growth offset by lower interest paid on our corporate debt after our successful refinancing in the fourth quarter of 2024 and on advance match funded facilities mostly due to a decline in average debt balances for servicing advances.

We generated $461 million of other net operating cash flows, that included collections of servicing fees, ancillary income and other revenue, payment of employees and vendors, and other cash receipts and disbursements. The $461 million net cash inflow generated by our business, mostly the servicing business, was largely consistent with the prior year (increased by 3%) and was primarily re-deployed to invest in MSRs and finance the growth of the Originations pipeline.

Our investing activities provided $1,847 million of cash during the year 2025. Net cash inflows primarily include $3,032 million cash received in connection with our HECM reverse mortgages, partly offset by $953 million new reverse loan origination and tail advancing. These net collections, and their notable increase as compared to 2024, are mostly attributed to the runoff of the relatively aged portfolio acquired from Waterfall in November 2024. Loans are repurchased from HMBS pools once they reach 98% of maximum claim amount and collections are generally received from assignment to HUD or liquidation. Our investing activities also reflect a $235 million net cash outflow related to MSR investments, through bulk acquisitions or purchases in Co-issue and Agency programs. Our net MSR investments in 2025 increased $207 million when compared with 2024 investments due to our growth strategy. As discussed above, these MSR investments need to be combined with the $386 million MSR originations presented within operating cash flows (vs. $248 million in 2024) when assessing financing needs discussed below.

Our financing activities used $1,100 million of cash during the year 2025. Net cash outflows primarily included $2,999 million repayment of HMBS-related borrowings, partly offset by $1,086 million securitization of new reverse loan origination and tail advancing. The net financing cash outflows indicates a runoff of the portfolio that largely exceeded originations in 2025, as discussed above as part of the investing activities. Our financing cash inflows also reflect the growth of our different portfolios, with $400 million net from the issuance of OLIT securitization for reverse mortgage buyouts, $329 million net proceeds from our MSR financing facilities, $178 million net increase of our mortgage warehouse facilities to finance our Originations pipeline. Offsetting cash outflows included $75 million of net repayments on advance match funded liabilities due to our advance collection efforts.

Cash flows for the year ended December 31, 2024

Our operating activities used $574 million of cash during the year with $837 million net cash paid on loans held for sale and $263 million other operating cash inflows, net. The $837 million net cash paid on loans held for sale is attributed to the growth of the pipeline with loan production volume exceeding sales, $246 million for the purchase of reverse mortgage buyouts, and $248 million originated MSRs. Operating cash outflows also include $46 million margin calls on derivatives. Operating cash inflows included $82 million net collections of servicing advances and earnings distributions of $9 million received from our former equity method investee MAV Canopy.

Our investing activities provided $401 million of cash. Cash inflows primarily include $371 million net cash received in connection with our HECM reverse mortgages held for investment, $205 million proceeds from sales of MSRs, $31 million proceeds from sales of real estate as part of our reverse asset management strategy, $51 million of net cash received from our former equity method investee MAV Canopy, including $46 million proceeds received from the sale of our 15% investment in November 2024, and $15 million received from the sale of advances in connection with sales of MSRs. Offsetting cash outflows include $232 million to purchase MSRs and $37 million to purchase real estate (reverse buyouts).

Our financing activities provided $183 million of cash. Financing cash inflows are primarily comprised of $479 million net from borrowings under our mortgage warehouse facilities due to the increase in loans held for sale, $324 million net from the issuances of the OLIT securitization of reverse mortgage buyouts, $498 million proceeds from issuance of the new PHH Corporation 9.875% Senior Notes due November 2029, $43 million net proceeds from borrowings under our MSR financing facilities, $52 million of proceeds from MSR related financing liabilities, and $20 million proceeds from the issuance of Series B Preferred Stock in connection with the acquisition of reverse mortgage assets of MAM (cash balance transferred with all other assets acquired and liabilities assumed). Offsetting cash outflows include $659 million to redeem or repurchase all of our 7.875% PHH Senior Secured Notes and 9.875% Onity Senior Secured Notes, $83 million of net repayments on advance match funded liabilities, and $71 million of payments on MSR related financing liabilities due to runoff. Cash inflows of $1,074 million received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, were more than offset by repayments on the related financing liability of $1,475 million, indicating a runoff of the portfolio that exceeds originations.

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Key Trends and Outlook

Historical trends

The following table displays historical trends of our financial performance by quarter. Past performance is not necessarily indicative of future results.

Q1’24Q2’24Q3’24Q4’24Q1’25Q2’25Q3’25Q4’25
Servicing and subservicing fees204.5210.8211.1206.0203.3211.3217.5225.1
Gain on reverse loans and HMBS-related borrowings, net (a)15.48.518.00.623.811.913.010.0
Gain on loans HFS, net - Originations9.116.716.415.515.615.430.735.5
Gain on loans HFS, net - Servicing1.8(0.2)9.4(9.6)(3.8)(5.0)3.41.2
Gain on loans held for sale (HFS), net10.916.525.85.911.810.434.136.7
Other revenue, net8.310.610.812.310.913.015.718.2
Total revenue - Originations20.029.229.630.528.629.547.151.9
Total revenue - Servicing219.1217.2236.1194.3221.2217.1233.2238.2
Total revenue239.1246.4265.7224.8249.8246.6280.3290.0
MSR realization of cash flows(39.9)(38.0)(40.2)(38.5)(41.1)(43.4)(48.8)(49.9)
MSR other fair value changes net of hedging (a)28.35.48.718.12.216.23.8(8.8)
MSR valuation adjustments, net(11.6)(32.7)(31.5)(20.4)(38.9)(27.3)(45.0)(58.7)
Operating expenses104.4104.0112.4115.6119.9109.5125.8136.5
Net interest expense(49.9)(50.5)(49.7)(45.4)(40.8)(43.5)(45.3)(43.5)
Pledged MSR liability expense (b)(44.9)(46.1)(42.3)(42.1)(41.9)(43.0)(41.7)(42.9)
Other3.50.4(2.1)(34.9)0.9(0.4)0.5(0.7)
Other income (expense)(91.3)(96.2)(94.1)(122.4)(81.9)(87.0)(86.5)(87.1)
Income before income taxes31.813.527.6(33.7)9.122.823.17.7

(a)Fair value changes of the reverse mortgage exposure (securitized reverse loans and HMBS-related borrowings, net) due to interest rates were economically hedged along with the MSR fair value changes due to interest rates per our Risk Management policy, while reported in two separate line items above for GAAP presentation purposes. Effective October 2025, reverse mortgage exposure is now hedged with dedicated third-party derivatives, whose fair value changes are presented within Gain on reverse loans and HMBS-related borrowings, net in our consolidated statements of operations.

(b)Servicing fee collection associated with MSR failed sales (transactions that do not meet sale accounting criteria) is presented gross, within Servicing fees and the associated remittance is presented within Pledged MSR liability expense (net of contractual subservicing fee retained).

Total revenue shows a generally upward trend, with a notable increase in 2025 driven by the growth of servicing fees on our owned MSR portfolio and Originations Gain on loans held for sale. The volatility in Gain on reverse loans is primarily due to fluctuations in interest rates and is partially offset by our MSR hedging program. The volatility in Servicing Gain on loans held for sale is mainly due to reverse mortgage buyouts.

MSR valuation adjustments, net, reflect the increasing MSR portfolio runoff expense, consistent with the portfolio growth, with fair value volatility due to interest rate, input and assumption changes, largely mitigated by an effective interest rate hedging program. Operating expenses are generally trending upward, following the growth of our operations. Quarterly fluctuations of operating expenses are largely driven by legal expenses and recoveries.

The decline in Net interest expense reflects the favorable impact of our corporate debt refinancing in the fourth quarter of 2024 with the associated recognition of a one-time charge within Other. In addition, declining short-term interest rates more than offset larger debt balances to finance the growth of our businesses. Pledged MSR liability expenses (effectively the servicing fee remittances of MSRs) are relatively stable.

Income before income taxes shows Onity’s net profitability in all quarters except for the one-time debt refinancing charge in the fourth quarter of 2024. Net profitability overall was driven by revenue growth, cost management and effective MSR hedging.

Seasonality

Mortgage origination and servicing can be seasonal with typically higher home purchase activity in the spring and summer driving higher Originations volumes and Gain on loans held for sale and higher MSR runoff expense in the second and third

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quarters. Servicing revenue, specifically float income, is also impacted by the seasonality of escrow balances typically lower in the first quarter and increasing throughout the year. Similarly, Servicing revenue, specifically interest expense on advance match-funded liabilities is impacted by the seasonality of tax and insurance advances. Advances increase around major tax payment cycles and at the time of insurance payments when disbursements exceed borrower escrow collections and subsequently decline as collections replenish escrow accounts. The seasonal trends may be offset or impacted by changes in our volumes and changes in interest rates, as reflected in the above table.

Financial performance drivers

The following table summarizes certain key drivers of our revenue in the current year compared with the prior year, as disclosed in the segment discussions of this Management Discussion and Analysis. The table also provides certain considerations for, and may be read in conjunction with, the outlook discussed below.

RevenueStatement of OperationsAverage fee/margin/rate (g)Volume Drivers
202520242025202420252024Ref.
Servicing fee - Owned MSR (incl. ESS)$417.7$364.20.29%0.29%143.5124.0a
Servicing fee - MSR failed sale128.4139.10.33%0.32%39.543.5a
Servicing fee546.2503.40.30%0.30%183.1167.4a
Subservicing fee99.2115.2$175$196566.4587.9b
Float earnings134.0129.34.20%5.13%3.22.5c
Other ancillary income77.984.60.03%0.03%300.2290.6d
Servicing and subservicing fees857.2832.50.29%0.29%300.2290.6d
Gain on reverse loans and HMBS-related borrowings, net - Originations24.325.93.84%3.41%0.630.76e
Net interest income (servicing fee)31.626.20.27%0.29%11.59.0a
Sub-total55.952.1
Other change in fair value of securitized loans and HMBS-related borrowings, net2.8(9.7)h
Gain on reverse loans and HMBS-related borrowings, net58.842.50.51%0.47%11.59.0a
Gain on loans HFS, net - Orig., Consumer Direct56.928.33.04%3.13%1.870.90e
Gain on loans HFS, net - Orig., Correspondent40.229.30.18%0.18%22.3316.12e
Gain on loans HFS, net - Originations97.157.70.40%0.34%24.2017.03e
Gain on loans HFS, net - Servicing(4.1)1.4(0.54)%0.30%764.3463.9f
Gain on loans held for sale (HFS), net93.059.0
Other revenue, net - Originations35.723.70.15%0.14%24.2017.03e
Other revenue, net - Servicing22.118.20.01%0.01%311.7299.6a
Other revenue, net57.842.0
Total revenue - Originations157.1109.30.65%0.64%24.2017.03e
Total revenue - Servicing909.6866.70.29%0.29%311.7299.6a
Total revenue$1,066.7$976.00.34%0.33%311.7299.6a

(a)Average UPB (in $B)

(b)Average loan count (in 000’s)

(c)Average float balance (in $B) (information not disclosed in Servicing segment)

(d)Average forward servicing plus total forward and reverse subservicing UPB (in $B)

(e)Newly funded Originations UPB (in $B)

(f)Fair value loans held for sale (in $M)

(g)Implied/calculated as percentage of revenue to volume driver

(h)Includes HECM hedging derivative gains of $1.6 million and nil recorded in 2025 and 2024, respectively

Outlook

The following discussion provides additional information regarding certain key drivers of our financial performance and includes certain forward-looking statements that are based on the current beliefs and expectations of Onity’s management and are subject to significant risks and uncertainties. Refer to Forward-Looking Statements beginning on page 2 and the Risk Factors section beginning on page 15, for discussion of certain of those risks and uncertainties and other factors that could cause Onity’s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results will be in line with the outlook information set forth below, and Onity does not undertake to update any forward-looking statements. Refer to the Segment results of operations section for further detail, the description of our business environment, initiatives and risks.

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Servicing and subservicing fee revenue - Our servicing fee revenue is a function of the volume being serviced - UPB for servicing fees and loan count for subservicing fees. We expect we will continue to grow our servicing and subservicing portfolio through our multi-channel Originations platform, MSR bulk acquisitions and subservicing additions. We expect ancillary float income to trend with short-term interest rates also considering changes in average float balances due to seasonality and portfolio growth. We expect a reduction of our fee revenue in 2026 as compared to 2025 because of the termination of our subservicing agreements with Rithm that accounted for approximately 10% of the UPB and 19% of the loan count of our total servicing and subservicing portfolio, and approximately 50% of all delinquent loans that Onity services.

Gain on sale of loans held for sale - Our gain on sale is driven by both Originations volume and margin, and is channel-sensitive. The updated industry forecasts (average of MBA, January 21, 2026 and Fannie Mae, January 13, 2026) suggest an estimated 15% increase in loan origination in 2026 as compared to 2025 (including a 34% growth of refinance volume), with the 30-year fixed rate mortgage expected to end 2026 mostly flat at 6.1%. However, macroeconomic conditions and their impact on the housing and capital markets remain highly uncertain. We anticipate growth in our Consumer Direct channel driven by our increased recapture capabilities that may be curtailed if interest rates remain at the current levels or increase. We expect to modestly and selectively grow our Correspondent volume as part of our MSR replenishment and growth strategy considering available liquidity. We also expect continued competitive pressure on margins across all channels and volatility of gain on sale associated with GSE pricing dependency and volatile interest rates. We expect some further volatility of gain (loss) on sale on loans held for sale related to reverse mortgage buyouts (mostly inactive loans) due to the increased size of the portfolio.

Gain on reverse loans and HMBS-related borrowings, net - In November 2025, we entered into a series of agreements with Finance of America Reverse LLC, including the sale of our reverse mortgage servicing portfolio, at book value, with subservicing retained, and the discontinuance of our Reverse origination activities. The closing of the transaction is contingent on Ginnie Mae’s approval. Through closing, we expect reverse mortgage origination gain with lower volumes and generally consistent margins compared to 2025. Through closing, we expect the fair value of the net reverse servicing asset to continue to follow market conditions, with fair value gains or losses generally associated with declining or increasing interest rates and spreads. Upon closing, we would not record any further gain on reverse loans and HMBS related borrowings, net, and we would begin to recognize subservicing fee revenue.

MSR valuation adjustments, net - Our net MSR fair value changes include two main components. First, amortization of our investment is a function of the UPB and fair value of the MSR. We expect the MSR realization of cash flows to generally follow the growth of our MSR portfolio net of ESS financing liabilities and pledged MSR liabilities. Second, MSR fair value changes net of hedging are driven by changes in inputs and assumptions, our hedge coverage ratio and hedge performance. We expect MSR fair value changes due to interest rates to be largely offset by hedging derivatives to the extent of our hedge coverage ratio, with increased uncertainties related to input and assumption updates, hedge performance and hedge cost in an environment of higher economic and capital market volatility.

Operating expenses - Compensation and benefits are a significant component of our cost-to-service and cost-to-originate and is directly correlated to headcount levels. Headcount in Servicing is primarily driven by the number of loans or UPB being serviced and subserviced, and by the relative mix of performing, delinquent and defaulted loans. As servicing volume is expected to modestly increase with relatively more performing loans (see above), we expect a reduced workforce with productivity gains. We further expect a reduction of our headcount and operating expenses as a result of the termination of our subservicing agreements with Rithm that accounted for approximately 19% of our total loan count and approximately 50% of total delinquent loans. We expect our Originations headcount and operating expenses to align with the expected growth in volume. Our operating expenses are expected to correlate with volumes, with some productivity and efficiencies expected through our technology and continuous improvement initiatives. Incentive compensation is also correlated to our share price and other performance metrics.

Net interest expense - Interest expense varies based on changes in average debt balance and changes in short-term interest rates on our variable rate debt. The average balance of collateralized financing facilities trends with the balance of the underlying assets discussed above (including MSR, advances, loans and reverse buyouts). Interest expense on our warehouse facilities is expected to be largely offset by interest income on our Originations pipeline loans.

Income tax expense - As a result of the partial release of the valuation allowance on deferred tax assets at December 31, 2025, we expect recognizing an income tax expense in 2026 and 2027 that tracks income before income taxes at an effective tax rate moderately higher than the U.S. combined Federal and state statutory tax rate.

Stockholders’ equity - After consideration of the above factors, we expect our business to continue to generate net income and increase our equity in 2026 and 2027, absent any material adverse impact related to changes in interest rates, hedge performance and cost, execution of the Rithm servicing transfer and associated downsizing of our operations, regulatory changes, litigation, actions by government entities or GSEs, events which may disrupt the capital markets, or any other factors

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affecting our ability to execute our growth initiatives and plan. There can be no assurance that the desired strategic and financial impact of our actions will be realized.

SEGMENT RESULTS OF OPERATIONS

Our activities are organized into three reportable business segments that reflect our primary lines of business - Servicing and Originations - as well as a Corporate segment. Our business segments reflect the internal reporting that our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (CODM), uses to evaluate our operating and financial performance and to assess the allocation of our resources.

Servicing

This segment is primarily comprised of our mortgage servicing and subservicing business. We earn servicing and subservicing fees, including ancillary income, and incur cost to service the loans which varies depending on delinquency status. We are exposed to MSR valuation adjustments and advancing obligations when we own the MSR. Our servicing portfolio includes conventional, government-insured and non-Agency mortgage loans, small-balance commercial and multi-family loans, and reverse mortgage loans reported on our balance sheet. As of December 31, 2025, we serviced 1.4 million mortgage loans with an aggregate UPB of $328.3 billion.

In addition, the Servicing segment includes our wholly-owned captive reinsurance business (referred to as CRL), which provides re-insurance related to direct physical loss coverage on foreclosed real estate properties owned or serviced by us. CRL generally assumes a 90% (60% through January 2024) quota share of insurance coverage written by a third-party insurer issued to PHH.

Concentration

We strive to diversify our revenue sources by maintaining a balanced portfolio of owned servicing and subservicing, and by extending our subservicing client base. The below graph displays the distribution of our serviced loans by relationship at December 31, 2025 (percentage of total loan count). We also measure and monitor concentration risk of our subservicing clients by their relative profitability contribution.

Rithm is our largest subservicing client. On October 31, 2025, we were notified by Rithm of its intent to not renew its subservicing agreements effective January 31, 2026 with servicing transfers expected to begin in the first half of 2026. Upon transfer, we expect to downsize certain aspects of our servicing business as well as the related corporate support functions.

Servicing and subservicing fees from Rithm amounted to $78.5 million, or 12% of total servicing and subservicing fees (excluding ancillary income) in 2025 and the related remittances to Rithm presented as Pledged MSR liability expense amounted to $36.8 million. Rithm accounted for $32.2 billion or 10% and 19% of the total serviced UPB and loan count, respectively, of our servicing and subservicing portfolio as of December 31, 2025, and 50% of all delinquent loans that Onity serviced, for which the cost to service and the associated risks are higher.

MAV is our second largest subservicing client. As of December 31, 2025, PHH subserviced a total $38.3 billion UPB on behalf of MAV. PHH recognized servicing and subservicing fees of $58.6 million and the related remittances to MAV presented as Pledged MSR liability expense of $44.8 million in 2025. MAV is a GSE MSR investment vehicle formed by Onity subsequently sold to Oaktree (85% sold in 2021, the remaining 15% in 2024). Through November 2029, PHH has the right to be the exclusive subservicer of MAV of all MSRs that MAV owned upon MAV sale in 2024, for all future MSRs that MAV acquires from PHH, and for the majority of MAV’s MSR portfolio overall. In addition, the parties agreed to lockout restrictions where MAV is restricted to sell or otherwise transfer MSRs owned by MAV at the MAV sale date in 25% increments through September 30, 2027. MAV may freely sell or transfer any MSRs thereafter.

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Loan Resolutions

We are a leader in the servicing industry that is focused on creating positive outcomes for homeowners, clients and investors. Reducing delinquencies enables us to recover advances and recognize additional ancillary income such as late fees, which we do not recognize on delinquent loans until they are brought current. Loan resolution activities address the pipeline of delinquent loans and generally lead to (i) modification of the loan terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan (e.g., a “short sale”), or (iv) foreclosure or deed-in-lieu-of-foreclosure and sale of the resulting REO. To select an appropriate loan modification option for a borrower in accordance with the applicable servicing agreement, we perform a structured analysis, using a proprietary model, of all options using information provided by the borrower as well as external data, including recent broker price opinions to value the mortgaged property. Our proprietary model includes, among other things, an assessment of re-default risk.

Advance Obligation

As a servicer, we are generally obligated to advance funds in the event borrowers are delinquent on their monthly mortgage related payments. We advance principal and interest (P&I Advances), taxes and insurance (T&I Advances) and legal fees, property valuation fees, property inspection fees, maintenance costs and preservation costs on properties that have been foreclosed (Corporate Advances). For certain loans in non-Agency securitization trusts, we have the ability to cease making P&I advances and immediately recover advances previously made from the general collections of the respective trust if we determine that our P&I advances cannot be recovered from the projected future cash flows. With T&I and Corporate advances, we continue to advance if net future cash flows exceed projected future advances without regard to advances already made.

Most of our advances have the highest reimbursement priority (i.e., they are “top of the waterfall”), so we are entitled to repayment from respective loan or REO liquidation proceeds before any interest or principal is paid on the bonds that were issued by the trust. In the majority of cases, advances in excess of respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. The costs incurred in meeting these obligations consist principally of the interest expense incurred in financing the servicing advances. Most subservicing agreements, including our agreements with Rithm and MAV, provide for prompt reimbursement of any advances from the owner of the servicing rights.

MSR Valuation Adjustments

The financial performance of our Servicing segment is impacted by the changes in fair value of the MSR portfolio due to changes in market interest rates, among other factors. Our MSR hedging policy is designed to reduce the expected volatility of the MSR portfolio fair value due to market interest rates commensurate with the target hedge coverage ratio determined by our Market Risk Committee. Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy.

Significant Variables

The following factors could significantly impact the results of our Servicing segment from period to period.

Aggregate UPB and Loan Count. Servicing fees are generally earned as a percentage of UPB and subservicing fees are earned on a per-loan basis or as a percentage of UPB. As a result, the change in aggregate UPB and loan count for which we have servicing rights or subservice will directly impact our revenue contributed by our Servicing segment. Aggregate UPB and loan count decline over time as a result of portfolio runoff or sales and increase to the extent we retain or add MSRs from new originations or engage in MSR acquisitions.

Cost to Service and Operating Efficiency. The financial performance of our Servicing segment is heavily dependent on our ability to scale our operations to cost-effectively and efficiently perform servicing activities in accordance with our servicing agreements.

Delinquencies. Delinquencies impact our financial results and operating cash flows for our Servicing segment. Non-performing loans are more expensive to service because the loss mitigation activities that we must undertake to keep borrowers in their homes or to foreclose, if necessary, are costlier than the activities required to service a performing loan. These loss mitigation activities include increased contact with the borrower for collection and the development of forbearance plans or loan modifications by highly skilled associates who command higher compensation as well as the higher compliance costs associated with these, and similar activities. In addition, when borrowers are delinquent, the amount of funds that we are required to advance to the investors increases. We utilize servicing advance financing facilities (match funded liabilities) to finance a portion of our advances. As a result, increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a significant impact on our Servicing segment. Items reducing UPB include scheduled and unscheduled principal payments (runoff), refinancing, loan modifications involving forgiveness of principal, voluntary property sales and involuntary property sales such as foreclosures. Prepayment speed impacts future servicing fees, runoff and valuation of MSRs, float earnings on float balances and interest expense on advances. Increases in anticipated lifetime prepayment speeds generally cause MSR valuation adjustments to increase because MSRs are

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valued based on total expected servicing income over the life of a portfolio. The converse is true when expectations for prepayment speeds decrease. Prepayments do not vary linearly with interest rates resulting in the convexity of the MSR, i.e., the interest rate sensitivity of the MSR changes when interest rates change. Specifically, as interest rates further increase, the lower the fair value of the MSR increases. While we economically mitigate the short-term prepayment risk of our MSR portfolio through recapture (see our Consumer Direct channel discussion), we remain exposed to MSR fair value volatility due to prepayments. Our MSR hedging strategy is designed to mitigate the impact of such interest rate fluctuations on lifetime projected prepayment activity, among other variables, and MSR asset value.

Interest rates. In addition to the impact of interest rate changes on prepayment speeds, the fair value of the MSR and associated hedging activities, float earnings on float balances, and the funding cost of servicing advances and MSR financing facilities are directly impacted by interest rate changes.

Reverse Mortgages

Our reverse business activities include both the subservicing of reverse mortgage loans on behalf of investors and the servicing of our owned portfolio. Owned portfolio loans are insured by the FHA, which provides protection against risk of borrower default, and are securitized through the Ginnie Mae program.

Our servicing activities of reverse loans are generally consistent with forward mortgage loan servicing as described above, with the following additional functions: the funding of borrower advances or draws under their approved borrowing capacity and the repurchase of loans upon reaching a limit:

a.Borrower draw funding obligation - Under the terms of ARM-based HECM loan agreements, the borrowers have additional borrowing capacity. Borrower draws or tails are funded by the servicer and are securitized. We do not incur any substantive underwriting, marketing or compensation costs in connection with any future draws, although we must maintain sufficient capital resources and available borrowing capacity to ensure that we are able to fund these future draws prior to securitization with Ginnie Mae (generally less than 30 days).

b.Loan repurchase obligation - As an HMBS issuer, we are required to purchase loans out of the Ginnie Mae securitization pools once they reach 98% of the maximum claim amount (MCA buyouts). Active buyouts are assigned to HUD and payment is received from HUD through a claims process, generally within 30 days. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount; we bear the risk of exposure if the outstanding balance on a loan exceeds the maximum claim amount. We may carry loans for some time in anticipation of payoff or favorable liquidation if we deem the investment accretive. Inactive buyouts (loans that are in default for one of the following reasons - title conveyances or the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments) are generally liquidated through foreclosure and subsequent sale of REO. State specific foreclosure and REO liquidation timelines have a significant impact on the timing and amount of our recovery. If we are unable to sell the property securing the inactive reverse loan for an acceptable price within the timeframe established by HUD (typically six months from obtaining marketable title of the property), we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remain with us; we may incur additional losses on REO properties as they progress through the liquidation processes related to delayed timelines due to market conditions, sales commissions, property preservation costs or property tax and insurance advances. The significance of future losses associated with appraisal-based claims is dependent upon the volume of inactive loans, condition of foreclosed properties and the general real estate market.

The Gain on reverse loans and HMBS-related borrowings, net reported within the Servicing segment includes the net fair value changes of securitized reverse mortgage loans and HMBS-related borrowings, that comprise the following:

•contractual interest income earned on securitized reverse mortgage loans, or HECM loans, net of interest expense on HMBS-related borrowings, that is, on a net basis, the servicing fee we are contractually entitled to and collect on a monthly basis under the Ginnie Mae MBS Guide regarding servicing HMBS; and

•other fair value changes of the net balance of securitized loans and HMBS-related borrowings, that effectively represents tails and servicing value. Tails are participations in previously securitized HECM loans and are created by additions to principal for borrower draws on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and mortgage insurance premiums.

The fair value of our Ginnie Mae securitized HECM loan portfolio net of HMBS-related Borrowings generally decreases as market interest rates rise and increases as market rates fall. The interest rate exposure is managed as part of our MSR hedging strategy (see Item 7A. Quantitative and Qualitative Disclosures About Market Risk, Reverse loans held for sale pooled into HMBS and HMBS-related Borrowings and the associated interest rate sensitivity disclosure).

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Gain (loss) on reverse loans and HMBS-related borrowings, net strictly reflects the financial performance of owned loans/servicing and excludes any subservicing activity. The financial performance associated with the subservicing of reverse mortgage loans on behalf of investors is primarily reflected within Servicing and subservicing fees, net.

Since 2023, we have opportunistically acquired reverse mortgage assets (reverse buyouts) from financial institutions and companies, specifically active and inactive reverse mortgage loans, HUD claim receivables, and real estate properties. We finance our asset acquisitions along with the buyouts of our own portfolio through on-balance sheet private placement securitizations (referred to as OLIT). The financial performance of such reverse asset management is reported within the Servicing segment, largely within Gains (losses) on loans held for sale, that are driven by multiple factors, including liquidation timeline and changes in market interest rates.

In November 2025, PHH agreed to sell its HECM loan portfolio and HMBS related borrowings to Finance of America Reverse LLC (“FAR”) and subservice the sold portfolio and additional loans from FAR. As of the filing date of this Form 10-K, the closing of the transaction remains contingent on Ginnie Mae's approval.

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Operating Metrics

The following table provides selected operating statistics for our Servicing segment:

% Change
2025202420232025 vs 20242024 vs 2023
Assets Serviced at December 31
Unpaid principal balance (UPB) in billions:
Performing loans (1)$316.2$289.7$276.59%5%
Non-performing loans11.611.511.411
Non-performing real estate0.40.40.5(1)(10)
Total$328.3$301.7$288.495
Non-performing to total %3.7%4.0%4.1%(7)(4)
Conventional loans$224.0$198.0$187.413%6%
Government-insured loans43.238.533.31215
Non-Agency loans61.165.167.6(6)(4)
Total$328.3$301.7$288.495
Conventional loans to total %68.2%65.6%65.0%41
Servicing portfolio - Owned MSR (2)$164.8$142.7$131.415%9%
Servicing portfolio - Transferred MSR (3)38.640.5$46.9(5)(14)
Subservicing portfolio
Subservicing - forward (4)112.1105.089.5717
Subservicing - commercial5.94.53.53127
Subservicing - reverse7.09.117.1(23)(47)
Total subservicing125.0118.5110.158
Total$328.3$301.7$288.495
Prepayment speed (CPR)
Voluntary CPR6.1%5.0%4.1%23%22%
Involuntary CPR0.30.30.3(3)(3)
Total CPR (6)9.68.57.61312
Number of completed modifications (in thousands)17.217.714.6(3)%21%
MSR weighted average note rate (5)4.6%4.2%3.9%89
n/m: not meaningful

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.

(2)Includes HECM reverse mortgage loans with a UPB of $9.3 billion that are recognized in our consolidated balance sheet at December 31, 2025.

(3)Loans serviced pursuant to our sale or transfer agreements with MSR capital partners for which sale accounting is not achieved. Includes $8.3 billion with Rithm at December 31, 2025.

(4)Includes $23.9 billion UPB of subserviced loans on behalf of Rithm at December 31, 2025.

(5)Related to our owned MSR forward servicing portfolio.

(6)Total CPR includes voluntary and involuntary prepayments, as shown in the table, plus scheduled principal amortization.

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The following table provides selected operating statistics related to our owned reverse mortgage loans held for sale pooled into HMBS, previously, held for investment reported within our Servicing segment:

% Change
2025202420232025 vs 20242024 vs 2023
Reverse Mortgage Loans at December 31
Unpaid principal balance (UPB):
Reverse Mortgage Loans (1)$9,280.1$10,618.8$7,605.5(13)%40%
Active Buyouts (2)209.1158.868.432132
Inactive Buyouts (2)846.3525.3198.161165
Total$10,335.5$11,302.8$7,872.1(9)44
Future draw commitments (UPB):2,896.63,077.71,782.0(6)73
Fair value:
Reverse Mortgage Loans (1)$9,703.1$10,950.8$7,868.5(11)39
HMBS related borrowings9,611.710,872.17,797.3(12)39
Net asset value$91.4$78.6$71.21610
Net asset value to UPB0.98%0.74%0.94%

(1)Excludes unsecuritized loans reported within the Originations segment. Classified as loans held for sale, at fair value at December 31, 2025 and previously classified as loans held for investment. See Note 5 – Reverse Mortgages

(2)Buyouts are reported as Loans held for sale, Receivables or REO depending on loan and foreclosure status.

The following table provides a breakdown of our servicer advances, net of allowance for losses:

Advances by investor type
December 31, 2025Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$1.1$74.9$6.2$82.2
Government-insured2.038.922.563.3
Non-Agency95.6165.177.3337.9
Total, net$98.7$278.8$106.0$483.4
December 31, 2024Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$1.3$87.3$5.4$94.0
Government-insured1.747.021.870.6
Non-Agency146.8179.886.0412.6
Total, net$149.8$314.2$113.2$577.2

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The following table provides the rollforward of activity of our portfolio of mortgage loans serviced that includes MSRs, whole loans and subserviced loans, both forward and reverse:

Amount of UPB ($ in billions)Count (000’s)
202520242023202520242023
Portfolio at January 1$301.7$288.4$289.81,395.11,344.51,378.8
Additions (1) (2)84.785.350.7258.0319.6164.2
MSR Sales (3)(9.2)(14.8)(39.2)(54.6)(0.3)
Servicing transfers (1) (2) (3)(14.6)(25.3)(23.3)(64.0)(91.1)(80.1)
Runoff(34.3)(32.0)(28.7)(124.3)(123.3)(118.1)
Portfolio at December 31$328.3$301.7$288.41,425.71,395.11,344.5

(1)Includes the volume of UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans may be boarded and deboarded within the same quarter.

(2)Includes MSRs acquired in 2025 with a UPB of $1.9 billion for which we were previously performing the subservicing.

(3)Includes MSRs sold in 2025 with a UPB of $9.2 billion for which we started performing subservicing.

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Financial Performance

The following table presents selected results of operations of our Servicing segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Revenue
Servicing and subservicing fees$857.2$830.5$945.23%(12)%
Gain (loss) on loans held for sale, net(4.1)1.410.3(397)(87)
Gain (loss) on reverse loans and HMBS-related borrowings, net34.516.523.5108(30)
Other revenue, net22.118.215.52117
Total revenue909.6866.7994.65(13)
MSR valuation adjustments, net(189.4)(109.7)(243.9)73(55)
Operating expenses
Compensation and benefits93.6100.6107.2(7)(6)
Servicing expense47.642.853.511(20)
Occupancy, equipment and mailing28.827.328.15(3)
Professional services19.628.035.1(30)(20)
Technology and communications30.324.724.623
Corporate overhead allocations55.145.845.5201
Other expenses1.93.77.8(49)(52)
Total operating expenses276.8273.0301.71(10)
Other income (expense)
Interest income51.032.921.75551
Interest expense(211.6)(184.4)(173.3)156
Pledged MSR liability expense(169.6)(175.6)(296.4)(3)(41)
Loss on debt redemption(0.1)(100)n/m
Earnings of equity method investee22.97.3(100)214
Other, net0.7(6.8)1.7(110)(504)
Other income (expense), net(329.5)(311.2)(439.0)6(29)
Income before income taxes$113.9$172.8$9.9(34)n/m
Income before income taxes to UPB (bps)46(37)n/m
Average serviced UPB ($ billions)$311.7$299.6$292.442
Average headcount - Servicing2,8703,1333,414(8)(8)

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Servicing and Subservicing Fees

The following chart displays servicing and subservicing fees by component for the years presented:

The following table and discussion present the drivers of servicing and subservicing fees.

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Servicing fees
Average servicing UPB (1) (6)$183.1$167.4$203.09%(18)%
Average servicing fee (2)0.300.300.32(1)%(7)%
Servicing fees (3)$546.2$503.4$656.69%(23)%
Subservicing fees (8)
Average number of subserviced loans (4) (7)566.4587.9294.1(4)%100%
Average monthly fee per loan (5)$15$16$23(11)%(27)%
Subservicing fees (3)$99.2$115.2$79.4(14)%45%

(1) In $ billions, (2) In % of UPB, (3) In $ millions, (4) In thousands, (5) In dollars.

(6) Includes $34.9 billion average UPB of MSRs in 2023 previously sold to Rithm for which the sale accounting criteria were met effective December 31, 2023.

(7) Includes an average 209 thousand and 258 thousand loans subserviced under Rithm agreements in 2025 and 2024, respectively, of MSRs previously sold to Rithm for which the sale accounting criteria were met effective December 31, 2023.

(8) Includes reverse mortgage loan subservicing.

Servicing fees increased $42.8 million or 9% in 2025 primarily driven by to a 9% increase in average servicing UPB, with robust originations and recapture, and selective bulk MSR acquisitions as part of our replenishment and growth initiative.

Subservicing fees decreased $16.1 million or 14% in 2025 driven by three main factors. First, our Rithm subservicing fees decreased $15.1 million due to the lower pricing of the Rithm agreement (main driver of the lower average monthly fee in the table above), the deboarding of $5.7 billion UPB Rithm loans in the first quarter of 2025, and overall Rithm portfolio runoff. Second, reverse mortgage subservicing fees decreased $11.7 million mainly due to our acquisition of the reverse mortgage loans from MAM in November 2024 that we previously subserviced, and portfolio runoff. Third, and partly offsetting, subservicing fees increased $10.8 million due to our successful enterprise sale efforts to grow our residential and commercial subservicing portfolio by 19%, net of portfolio runoff.

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The following table presents the composition of our ancillary income:

Ancillary IncomeYears Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Custodial accounts (float earnings)$134.0$129.3$110.7417
Late charges38.234.338.311%(10)%
Reverse subservicing ancillary fees11.421.933.5(48)(35)
Other28.326.426.77(1)
Ancillary income$211.9$211.9$209.1%1%

Ancillary income for 2025 remained flat as compared to 2024, with some offsetting factors. Reverse subservicing ancillary fees decreased $10.5 million mostly driven by the acquisition of previously-subserviced client portfolio (from Waterfall) in the fourth quarter 2024 and by portfolio runoff. Float earnings increased $4.6 million or 4% due to higher average float balances driven by an increased servicing volume overall, partly offset by lower average short term interest rates (as a benchmark, the average 1-month term SOFR declined by 90 basis points). Late charges increased $3.8 million mainly driven by borrower payment behavior.

Gain (Loss) on Loans Held for Sale, Net

We recognized a $4.1 million loss on loans held for sale, net for 2025, as compared to the $1.4 million gain recognized in 2024. The $5.5 million decline is driven by losses on reverse mortgage buyouts in 2025, largely attributed to the reverse portfolio acquired from Waterfall in the fourth quarter of 2024.

Gain (Loss) on Reverse Loans and HMBS-Related Borrowings, Net

Gain (loss) on reverse loans and HMBS-related borrowings, net reported in the Servicing segment is the net change in fair value of securitized loans and HMBS-related borrowings. It excludes reverse subservicing that is reflected in Servicing and subservicing fees.

The following table presents the components of the net fair value change and is comprised of net interest income and other fair value gains or losses. Net interest income is primarily driven by the volume of securitized UPB as it is the interest income earned on the securitized loans offset against interest expense incurred on the HMBS-related borrowings, and represents a key component of our compensation for servicing the portfolio, which is generally a fixed percentage of the outstanding UPB. Other fair value changes are primarily driven by changes in market-based inputs or assumptions. Lower interest rates generally result in favorable net fair value impacts on our HECM reverse mortgage loans and the related HMBS financing liability and higher interest rates generally result in unfavorable net fair value impacts. The fair value changes of the net asset value between securitized HECM loans and HMBS (referred to as our reverse MSR) attributable to interest rate changes were effectively used as a hedge of our forward MSR portfolio through the third quarter of 2025. See further description of our hedging strategy and its effectiveness in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Net interest income (servicing fee)$31.6$26.223.62111%
Other change in fair value of securitized loans and HMBS-related borrowings, net1.2(9.7)(0.1)(112)n/m
HECM hedging derivative gains (losses)1.6n/mn/m
Gain (loss) on reverse loans and HMBS-related borrowings, net (Servicing)$34.5$16.5$23.5108%(30)%

Gain (loss) on reverse loans and HMBS-related borrowings, net for 2025 increased $17.9 million as compared to 2024, driven by the growth of the portfolio and a favorable decline in market interest rates and yield spread tightening, partly offset by certain unfavorable input and assumption updates. While not the only benchmark for the reverse mortgage exposure, the 10-year Treasury rate declined 40 basis points in 2025. As our HECM loan portfolio is predominantly comprised of ARMs, lower interest rates cause the loan balance to accrue and reach the 98% maximum claim amount liquidation at a slower pace, extending the life of the servicing net asset. Other change in fair value is partially hedged with our forward MSR hedge strategy through the third quarter of 2025. Net interest income, which effectively represents the servicing fee that we collect through monthly securitization, increased $5.4 million in 2025 as compared with 2024, mostly due to the acquisition of reverse mortgage loans from MAM in November 2024 that we previously subserviced.

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Other Revenue, Net

Other revenue, net increased $3.8 million in 2025 as compared to 2024, mostly driven by the growth of our CRL captive reinsurance premium portfolio with an increase in covered properties.

MSR Valuation Adjustments, Net

Refer to the discussion above within Overview -Results of Operations and Financial Condition-MSR Valuation Adjustments, Net.

The following chart summarizes the impact of our MSR interest rate hedging strategy on Servicing segment results along with the impact of fair value changes due to other input and assumption updates (refer to the MSR Hedging Strategy section of Item 7A. Quantitative and Qualitative Disclosures about Market Risks for further detail). As displayed below, our net income (total) is impacted by the combined effect of the fair value changes of the MSR portfolio attributable to input and assumption changes (including interest rates), the MSR hedging derivative gains and losses - both reported within MSR valuation adjustments, net on the face of the consolidated statement of operations - and other fair value changes of the HECM loans and HMBS-related borrowings (reverse exposure) used as a hedge for risk management purposes but separately presented on our consolidated statement of operations as Gain on reverse loans and HMBS-related borrowings, net through the third quarter of 2025. While our risk management hedging strategy is targeted towards changes in fair value due to interest rates, the below information portrays all fair value changes due to inputs and assumptions, including interest rates.

MSR fair value changes due to input and assumption changes - including interest rates (reported within the Servicing segment)
MSR hedging derivative fair value changes
Other change in fair value of securitized reverse mortgage loans and HMBS-related borrowings, net (through Q3 of 2025)

With a high targeted hedge coverage ratio, the fair value volatility of the MSR portfolio due to changes in market interest rates, net of hedges (including the reverse exposure) was materially reduced for the years presented. The total impact of our MSR hedge strategy resulted in losses of $0.9 million in 2025 and gains of $37.2 million in 2024, largely driven by favorable input and assumption updates to reflect market transaction pricing levels.

Compensation and Benefits

Compensation and benefits expense for 2025 declined $7.1 million, or 7%, as compared to 2024 largely driven by an 8% headcount reduction resulting in a $5.9 million decrease in salaries and benefits. The decrease in average headcount is mainly attributed to the runoff of our reverse subservicing portfolio, lower average delinquencies and further efficiency gains within forward servicing.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on government-insured loans (provision for account receivables), provision expense for advances and servicing representation and warranties, other provision expense (including related to our captive reinsurance CRL), and certain loan-volume related expenses.

Servicing expense for 2025 was $4.7 million higher as compared to 2024 primarily attributed to $5.0 million higher CRL insurance loss expense due to higher property casualties, with other offsetting factors. We recognized an increase in provision for indemnification obligations mostly driven by recoveries and favorable resolutions in 2024, and an increase in satisfaction

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and interest on payoff expense attributable to higher payoff volume. These increases in servicing expense were partially offset by a reduction in 2025 in provision for advances and account receivables and debenture interest collection from HUD HECM claims.

Other Operating Expenses

Other operating expenses (total operating expenses less Compensation and benefit expense and Servicing expense) for 2025 increased by $6.1 million as compared to 2024, with multiple offsetting factors. Corporate overhead allocations increased $9.3 million largely driven by higher Corporate services to support our growth initiatives. Technology and communications increased $5.6 million primarily driven by our technology initiatives (including robotic process automation, digitization and machine learning / artificial intelligence) and certain technology expenses previously reflected within Professional services. Professional services expense declined $8.4 million largely driven by certain litigation-related expenses recognized in 2024, with offsetting legal expenses and recoveries, and the reclassification of certain technology expenses now reflected within Technology and Communications.

Other Income (Expense)

Other income (expense) primarily includes net interest expense and pledged MSR liability expense.

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Interest Expense
MSR financing facilities$85.8$72.4$70.6193
Advance match funded liabilities30.337.341.4(19)%(10)%
Reverse mortgage securitization notes47.735.29.635266
Mortgage warehouse facilities12.75.612.3124(54)
Corporate debt interest expense allocation27.226.530.23(12)
Escrow7.87.49.36(20)
Total interest expense$211.6$184.4$173.315%6%
Average balances
MSR financing facilities$1,156.3$875.9$884.632(1)
Advance match funded liabilities327.0391.1427.7(16)%(9)%
Reverse mortgage securitization notes560.3337.893.966260
Mortgage warehouse facilities179.066.7160.8168(59)
Total asset-backed financing$2,222.6$1,671.6$1,567.033%7%
Effective average interest rate
MSR financing facilities7.428.267.98(10)4
Advance match funded liabilities9.28%9.54%9.68%(3)%(1)%
Reverse mortgage securitization notes8.5210.4310.24(18)2
Mortgage warehouse facilities7.088.467.63(16)11
Average 1 month Term SOFR4.21%5.11%5.07%(18)%1%

Interest expense for 2025 increased by $27.2 million, or 15%, compared to 2024, driven by the growth of our assets, partly offset by lower financing cost due to lower interest rates. Interest expense on reverse mortgage securitization notes increased $12.5 million mainly due to the acquisitions and securitizations (OLIT) of reverse mortgage buyouts in 2025 and 2024, partly offset by lower cost of funds on the new securitizations. In addition, interest expense increased $7.0 million on warehouse facilities and $13.4 million on MSR facilities due to the growth of our portfolios, offset in part by lower average short-term market interest rates. These increases were partially offset by a $7.0 million decrease in interest expense on advance match funded facilities, mostly driven by the decline in average debt balances for servicing advances due to lower delinquencies and increased loan resolutions in our non-Agency MSR portfolio.

Interest income for 2025 increased $18.1 million, or 55%, compared to 2024 primarily due to the reverse mortgage buyouts acquired in 2025 and 2024.

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Pledged MSR liability expense includes the servicing fee remittance related to the MSR sales or transfers that do not meet sale accounting criteria and are presented on a gross basis in our consolidated financial statements, including the servicing spread remittance associated with our ESS financing liability at fair value. See Note 8 — MSR Related Financing Liabilities, at Fair Value to the Consolidated Financial Statements. The following table provides the components of Pledged MSR liability expense:

Years Ended December 31,
202520242023
Net servicing fee remittance for MSR transfers that do not meet sale accounting (1)117.5123.8244.9
ESS servicing spread remittance52.151.851.5
Pledged MSR liability expense$169.6$175.6$296.4

(1)See Note 8 — MSR Related Financing Liabilities, at Fair Value to the Consolidated Financial Statements. The servicing fee and ancillary income collections on such transferred MSRs are recognized within Servicing and subservicing fees.

Pledged MSR liability expense for 2025 decreased $6.0 million as compared to 2024, mostly driven by MAV’s sale of MSRs in 2024 (previously sold by Onity to MAV in a transaction which did not qualify for sale accounting) which resulted in the derecognition of the Pledged MSR liability, partly offset by the lower subservicing fee pricing on Rithm agreement effective March 2025 (effectively increasing remittances).

Other, net is mostly driven by early payoff protection expense recognized in 2024 in connection with our MSR sale transactions.

Originations

We originate and purchase loans and MSRs through multiple channels. Loans generally conform to the underwriting standards of Fannie Mae or Freddie Mac (GSEs) or are government-insured (FHA, VA or USDA). We generally sell the loans in the secondary mortgage market through GSE and Ginnie Mae mortgage securitizations on a servicing retained basis. The Originations business generates a gain on sale of loans, which represents the difference between the origination or purchase value and the sale or securitization value of the loans, along with fee revenue. During the year 2025, we launched new products, including, second lien and Non-Qualified Mortgage (Non-QM) loans that we generally sell on servicing released basis.

We conduct our Originations business through the following channels:

1- Consumer Direct

Our Consumer Direct channel for forward mortgage loans focuses on targeting existing servicing customers by offering them competitive mortgage refinance opportunities, where permitted by the governing servicing and pooling agreement. A portion of our servicing portfolio is susceptible to refinance activity during periods of declining interest rates. Origination recapture volume and related gains are a natural economic hedge, to a certain degree, to the impact of declining MSR values as interest rates decline. In addition to rate and term refinance activities, our Consumer Direct channel targets purchase mortgage loans, cash-out, debt consolidation, mortgage insurance premium reduction, and second lien loans.

While not all loans serviced are eligible for recapture, the note rate composition of our Agency MSR portfolio (UPB in $ billions) was as follows. The chart indicates a $52 billion portfolio of loans with interest rate higher than 6% as of December 31, 2025 (with the 30-year fixed rate mortgage rate at 6.15%) presenting higher prepayment risk and recapture opportunity.

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2- Correspondent Lending

Our correspondent lending channel drives the replenishment and growth of our MSR portfolio. We purchase closed loans that have been underwritten to investor guidelines from our network of correspondent sellers and sell and securitize them, on a servicing retained basis. We offer correspondent sellers the choice to take out mandatory or “best-efforts” contracts, under which the seller's obligation to deliver the mortgage loan becomes mandatory only when and if the mortgage is closed and funded. Additionally, we offer correspondent sellers the opportunity to leverage a non-delegated underwriting option for best-efforts deliveries. In 2025, we have expanded the range of products to our correspondent sellers with the launch of non-Qualified Mortgages (non-QMs) that we currently sell servicing released. We provide customary origination representations and warranties to investors in connection with our loan sales and securitization activities. We receive customary origination representations and warranties from our network of approved correspondent lenders. As of December 31, 2025, we have relationships with 742 approved correspondent sellers.

3- Reverse Originations

We originate and purchase reverse mortgage loans through our retail, wholesale and correspondent lending channels, under the guidelines of the HECM reverse mortgage insurance program of the FHA. Loans originated under this program are generally insured by the FHA, which provides protection against risk of borrower default. As the securitizations of reverse mortgage loans do not achieve sale accounting treatment and the loans remain reported as Reverse loans held for sale pooled into HMBS, at fair value, previously, Loans held for investment, at fair value together with the securitization HMBS-related borrowings, revenue mostly include the fair value changes of the loan from lock date to securitization date that are reported in Gain on reverse loans and HMBS-related borrowings, net.

In November 2025, PHH agreed to sell its HECM loan portfolio and HMBS related borrowings to Finance of America Reverse LLC (“FAR”) and subservice the sold portfolio. FAR agreed to acquire PHH’s originations pipeline of reverse mortgage loans and assume some of PHH’s U.S. based reverse originations employees. PHH agreed to discontinue its reverse originations business upon closing. As of the filing date of this Form 10-K, the closing of the transaction remains contingent on Ginnie Mae's approval.

4- Co-Issue Programs

We purchase MSRs through flow purchase agreements, the Agency Cash Window co-issue programs and bulk MSR purchases. The Agency Cash Window programs we participate in, and purchase MSR from, allow mortgage companies and financial institutions to sell whole loans servicing released to the respective agency and sell the MSR to the winning bidder. In addition, we partner with other originators to replenish our MSRs through flow purchase agreements. As of December 31, 2025, we have relationships with 553 approved sellers through the Agency Cash Window co-issue programs. We initially recognize our MSR originations and purchases with the associated economics in our Originations segment, and transfer the MSR to our Servicing segment once the MSR is initially recognized on our balance sheet with all subsequent performance associated with the MSR, including funding cost, runoff and other fair value changes reflected in our Servicing segment.

5- Subservicing Growth

We source additional servicing volume through our subservicing and interim servicing agreements, through our existing relationships and our enterprise sales initiatives. We do not report any revenue or gain associated with subservicing within the Originations segment as the impact is captured in the Servicing segment. However, sales efforts and certain costs - marginal compensation and benefits - are managed and reported within the Originations segment.

Significant Variables

The following factors could significantly impact the results of our Originations segment from period to period.

Mortgage Rates. Changes in mortgage rates, primarily the 30-year fixed rate mortgage, directly impact the demand for both purchase and refinance forward mortgages and therefore impact the production volumes and financial results of our Originations segment. Small changes in mortgage rates directly impact housing affordability for both first-time and move-up home buyers and affect their ability to purchase a home. For refinance loans, current market mortgage rates must be considered relative to the rates on the current mortgage debt outstanding.

Market Size and Composition. The volume of new or refinanced loans is impacted by changes to existing, or development of new, GSE or other government sponsored programs. Changes in GSE or HUD guidelines and costs and the availability of alternative financing sources, such as non-Agency proprietary loans and traditional home equity loans, impact borrower demand for forward and reverse mortgages and therefore can impact the volume of mortgage originations.

Margins. Changes in pricing margin for mortgages are closely correlated with changes in market size for mortgage loans. As loan demand and market capacity move out of alignment, pricing adjusts. In a growing market, margins expand and in a contracting market, margins tighten as lenders seek to keep their production at or close to full capacity. Managing capacity and

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cost is critical as volumes change. Among our channels, our margins per loan are highest in the retail channel and lowest in the correspondent channel. We work directly with the borrower to process, underwrite and close loans in our retail and reverse wholesale channels. In our retail channel, we also identify the customer and take loan applications. As a result, our retail channel is the most people- and cost-intensive and experiences the greatest volume volatility.

Investor Demand. The liquidity of the secondary market for mortgage loans impacts the size of the mortgage loan market by defining loan attributes and credit guidelines for loans that investors are willing to buy and at what price. In recent years, the GSEs have been the dominant providers of secondary market liquidity for forward mortgages, keeping the product and credit spectrum relatively homogeneous and risk averse (higher credit standards).

Economic Conditions. General economic conditions can impact the growth and revenue of our Originations segment by impacting the capacity for consumer credit and the supply of capital. More specifically, employment levels and home prices are variables that can each have a material impact on mortgage volume. Employment levels, the level of wages and the stability of employment are underlying factors that impact credit qualification. The effect of home prices on lending volumes is significant and complex. As home prices go up, home equity increases and this improves the position of existing homeowners either to refinance or to sell their home, which often leads to a new home purchase and a new forward mortgage loan, or in the case of a reverse mortgage, increase the size of the mortgage loan available and the number of potential borrowers. However, if home prices increase rapidly, the effect on affordability for first-time and move-up buyers can dampen the demand for mortgage loans. The more restrictive standards for loan to value (LTV) ratios, debt to income (DTI) ratios and employment that characterize the current market amplify the significance and sensitivity of the housing market and related mortgage lending volumes to employment levels and home prices. If home prices decline due to increased mortgage interest rates or for other reasons, home sales may decline and it may be more difficult for homeowners to refinance existing mortgages, thereby negatively impacting mortgage volume.

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Operating Metrics

The following table provides selected operating statistics for our Originations segment:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Funded Loan UPB by Channel (in billions)
Forward loans
Correspondent$22.3$16.1$12.238%33%
Consumer Direct1.90.90.4107153
$24.2$17.0$12.542%36%
GSE$16.4$12.6$9.630%32%
Ginnie Mae7.74.32.97751
Other0.20.10.116114
$24.2$17.0$12.542%36%
% Purchase production728085(10)(7)
% Refinance production2820153737
Weighted average note rate (%)6.3%6.4%6.5%(1)(1)
Reverse loans (1)
Correspondent$0.4$0.5$0.4(31)%23%
Wholesale0.20.10.218(17)
Retail0.10.10.196
$0.6$0.8$0.7(17)%11%
UPB of MSR Purchases by Channel (in billions)
Agency Cash Window / Flow MSR$17.8$11.9$9.150%31%
Bulk purchases8.47.00.420n/m
Bulk reverse purchases0.43.90.1(89)n/m
$26.7$22.8$9.617139
Total$51.5$40.6$22.827%78%
Short-term loan commitment (2)(at year end; in millions)
Consumer Direct$575.1$165.7$69.6247%138%
Correspondent1,886.81,145.9522.965119
Total Forward loans$2,461.9$1,311.6$592.588%121%
Reverse loans$18.6$25.6$22.1(27)%16%
Average Headcount - Originations60149550121%(1)%
Consumer Direct pull-through adjusted (PTA) lock volume (3) (in billions)$2.18$0.91$0.38139%140%
Consumer Direct gain on sale margin on PTA lock volume (4)2.61%3.10%3.02%(16)%2%

(1)Loan production excludes reverse mortgage loan draws by borrowers disbursed subsequent to origination that are reported within the Servicing segment.

(2)Also refer to interest rate lock commitments in Note 18 — Derivative Financial Instruments and Hedging Activities. The amounts are presented before application of any pull-through adjustment.

(3)Defined as interest rate lock commitments (IRLCs) multiplied by pull-through rates and represents loan volume expected to be funded.

(4)Represents Gain on loans held for sale, net divided by pull-through adjusted locked volume.

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Financial Performance

The following table presents the results of operations of our Originations segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Revenue
Gain on loans held for sale, net$97.1$57.7$30.368%90%
Gain on reverse loans and HMBS-related borrowings, net24.325.923.2(6)12
Other revenue, net (1)35.725.718.63938
Total revenue157.1109.372.14452
MSR valuation adjustments, net19.513.611.74416
Operating expenses
Compensation and benefits59.746.443.0298
Origination expense11.47.82.746192
Technology and communications9.57.37.0314
Professional services2.12.21.9(2)13
Occupancy, equipment and mailing3.22.42.23213
Corporate overhead allocations17.016.818.71(10)
Other expenses6.45.45.3181
Total operating expenses109.388.380.8249
Other income (expense)
Interest income80.354.451.8485
Interest expense(73.5)(58.1)(56.6)263
Other, net(1.7)(0.4)(0.2)294124
Other income (expense), net5.2(4.2)(5.0)(224)(17)
Income (loss) before income taxes$72.4$30.4$(2.0)138n/m
Income (loss) before income taxes to UPB (bps)3018(2)68n/m
Funded loan UPB - Forward loans (in $ billions)$24.2$17.0$12.54236
Average Headcount - Originations60149550121(1)

(1)Includes $2.0 million and $2.1 million ancillary fee income related to MSR acquisitions reported as Servicing and subservicing fees at the consolidated level for 2024 and 2023, respectively.

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Gain on Loans Held for Sale, Net

The following chart displays Gain on loans held for sale by channel for the years presented:

The following table and discussion present Gain on loans held for sale by channel and the main drivers, specifically the forward loan origination volumes and margins (excluding fees that are presented in Other revenue, net):

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Origination UPB (1) (in billions)
Correspondent$22.3$16.1$12.238%33%
Consumer Direct1.90.90.4107153
$24.2$17.0$12.542%36%
% Gain on Sale Margin (2)
Correspondent0.18%0.18%0.15%(1)%18%
Consumer Direct3.043.133.22%(3)(3)
0.40%0.34%0.24%19%40%
Gain on Loans Held for Sale
Correspondent$40.2$29.3$18.837%56%
Consumer Direct56.928.311.5101146
$97.1$57.7$30.368%90%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of gain on Loans held for sale to funded UPB. Note that the ratio differs from the day-one gain on sale margin upon lock.

Gain on loans held for sale, net, increased $39.5 million, or 68%, as compared to 2024 with a $28.5 million increase in our Consumer Direct channel and a $10.9 million increase in our Correspondent channel. The higher gain in 2025 is mainly due to a 42% increase in our total volume, exceeding the overall estimated industry volume trend (18% increase, based on average of MBA and Fannie Mae data). The increase in Consumer Direct gain is driven by a 107% increase in loan funded volume, attributed to our increased recapture operational capability and the relative favorable interest rate environment in 2025 as compared to 2024 to refinance activity. With stable margins, the increase in Correspondent gain is driven by the increased loan production volume, attributed to our MSR replenishment and growth strategy.

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Gain on Reverse Loans and HMBS-Related Borrowings, Net

The following table provides information regarding Gain on reverse loans and HMBS-related borrowings, net, of the Originations segment that comprises fair value changes of the pipeline and unsecuritized reverse mortgage loans, at fair value, together with volume and margin (including loan fees):

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Origination UPB (1) (in billions)$0.6$0.8$0.7(17)%11%
Origination margin (2)3.84%3.41%3.41%13%
Gain on reverse loans and HMBS-related borrowings, net (Originations)$24.3$25.9$23.2(6)%12%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of origination gain to funded UPB; includes loan fees.

Gain on reverse loans and HMBS-related borrowings, net decreased $1.6 million, or 6% as compared to 2024 attributed to lower origination volume, partly offset by a higher aggregate margin. Industry-wide HECM securitization volume saw a 33% decrease when comparing 2025 to 2024, and industry-wide HECM endorsements were flat. The gain on reverse loans and HMBS-related borrowings, net decrease is mostly driven by lower volumes in our Correspondent channel. The elevated interest rate environment continues to adversely impact reverse mortgage borrower activities due to a lack of affordability as elevated rates directly reduce HECM loan proceeds available to borrowers.

Other Revenue, net

Other revenue, net consists primarily of correspondent and broker fees, and includes setup fees earned for loans boarded on our servicing platform. Other revenue, net for 2025 increased $10.0 million, or 39% as compared to 2024 primarily due to the increase in our Consumer Direct and Correspondent production volume.

MSR Valuation Adjustments, Net

MSR valuation adjustments, net includes revaluation gains on certain MSRs opportunistically purchased through the Agency Cash Window programs, and flow purchases. As an aggregator of MSRs, we may purchase MSRs from smaller originators with a purchase price at a discount to fair value and we recognize valuation adjustments for differences in exit markets in accordance with the accounting fair value guidance. We record such valuation adjustments as MSR valuation adjustments, net within the Originations segment since the segment’s business objective is the sourcing of new MSRs at targeted returns. Changes in MSR valuation adjustments, net year over year are largely due to volume changes.

Operating Expenses

Operating expenses for 2025 increased $21.1 million, or 24%, as compared to 2024, primarily due to a $13.3 million, or 29% increase, in Compensation and benefits driven by a $7.9 million increase in commissions on higher production volume, as well as a $5.5 million increase in salaries and benefits due to a 21% increase in average headcount. In addition, Originations expense increased $3.6 million or 46% mostly driven by higher production volume, with a partial offset from the release of the provision for representation and warranty indemnification obligations during 2025 due to favorable demand resolutions. Other operating expenses also increased $4.2 million primarily driven by higher production volume and technology enhancement related expenses.

Other Income (Expense)

Interest income consists primarily of interest earned on newly-originated and purchased loans during the pipeline period prior to securitization or sale to investors. Interest expense is incurred to finance the mortgage loans during the same pipeline period, which is generally approximately 20 days. We finance mortgage loans with repurchase and participation agreements, commonly referred to as warehouse lines generally indexed on short-term rates like SOFR. Our net interest margin is driven by the difference between the average mortgage note rate and the average warehouse line cost of funds, the average balance of loans and by the average number of days loans remain in the pipeline.

Interest income for 2025 increased $25.9 million, or 48% as compared to 2024 largely due to a higher average loan balance consistent with our increased production, partly offset by a lower average note rate. Similarly, Interest expense for 2025 increased $15.3 million, or 26% as compared to 2024 primarily due to an increase in average warehouse financing debt balance, consistent with higher average loan balances, partly offset by lower cost of funds due to declined short term rates.

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Corporate

Corporate includes expenses of corporate support services and activities that are not directly related to other reportable segments:

•Interest expense on corporate debt is allocated to the Servicing segment and the Originations segment based on relative financing requirements, with the exception of the Onity Senior Secured Notes through their redemption date in November 2024 and the interest expense on the portion of the $500.0 million 9.875% Senior Notes due 2029 that was not pushed down to the licensed subsidiaries (PHH and PAS) through intercompany financing agreements. With intercompany financing agreements, the financing cost of the Servicing and Originations segments reflects, and is consistent with the financing needs of the licensed subsidiaries that carry out these businesses.

•Certain expenses incurred by corporate support services, such as technology, legal, risk and compliance, or finance are allocated to the Servicing and Originations segments using various methodologies intended to approximate the utilization of such services.

The following table presents selected results of operations of Corporate:

Years Ended December 31,% Change
2025202420232025 vs 20242024 vs 2023
Revenue$$$n/mn/m
Operating expenses
Compensation and benefits99.385.479.016%8%
Professional services46.122.5(14.7)105(253)
Technology and communications24.321.020.916
Occupancy, equipment and mailing1.61.71.6(4)5
Servicing and origination1.61.1(101)53
Other expenses6.55.65.915(4)
Total operating expenses before corporate overhead allocations177.8137.893.82947
Corporate overhead allocations
Servicing segment(55.1)(45.8)(45.5)201
Originations segment(17.0)(16.8)(18.7)1(10)
Total operating expenses105.675.229.641154
Other income (expense), net
Interest income4.16.04.5(32)33
Interest expense(23.6)(46.3)(43.7)(49)6
Gain (loss) on extinguishment of debt(49.3)1.3(100)n/m
Other, net1.40.91.467(38)
Other income (expense), net(18.1)(88.7)(36.4)(80)143
Loss before income taxes$(123.7)$(163.9)$(66.1)(25)148
n/m: not meaningful

Operating Expenses

Compensation and Benefits

Compensation and benefits expense for 2025 increased $13.9 million as compared to 2024, mainly driven by a $7.0 million increase in salaries and benefits expense due to an increase in average headcount (mostly in the U.S.) and a $5.1 million increase in incentive compensation primarily driven by an increase in the fair value of cash-settled share-based awards during 2025 (49% increase in our stock price vs. flat in 2024).

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Professional Services

Professional services expense for 2025 increased $23.6 million as compared to 2024, driven by an $18.6 million increase in legal expenses, primarily attributed to our accrual for probable losses in connection with a legacy litigation matter in 2025 and legal fees related to other matters, including the USVI income tax refund matter. Other professional fees also increased $5.0 million in 2025 mostly driven by tax services and certain corporate development initiatives.

Technology and Communications

Technology and communications increased $3.3 million primarily due to increased technology usage, including higher cloud storage costs, and IT security and innovation-related projects.

Corporate overhead allocations to the segments increased $9.5 million primarily driven by higher Corporate support expenses for our Servicing growth initiatives.

Other Income (Expense)

The $22.7 million reduction in interest expense for 2025 as compared to 2024 is driven by the corporate debt refinancing which resulted in both a lower corporate debt balance and a lower effective interest rate. In the fourth quarter of 2024, we issued new corporate debt ($500.0 million principal balance of 9.875% Senior Notes Due 2029) and redeemed the then existing corporate debt (the 7.875% PMC Senior Secured Notes due 2026 and the 12% Onity Senior Secured Notes due 2027).

The redemption of PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027 in November 2024, resulted in the recognition of a $53.4 million loss on debt extinguishment due to the accelerated write-off of $36.8 million unamortized discount and debt issuance costs, the payment of an $11.6 million make-whole redemption premium and a $5.0 million transaction fee to Oaktree. In addition, during 2024 (prior to their redemption), we repurchased and extinguished a portion of the PMC Senior Secured Notes and recognized gains on debt extinguishment, net of $4.1 million.

LIQUIDITY AND CAPITAL RESOURCES

Overview

In the normal course of business, we are actively engaged with existing and potential lenders and as a result add, terminate, replace or extend our debt agreements to the extent necessary to finance our operations and growth and optimize our financing costs. In addition, we completed the following key transactions during 2025 impacting our liquidity:

•Increased total borrowing capacity under our mortgage warehouse facilities by $631.3 million to support increased originations, including a new $200.0 million facility with a global, multinational bank to diversify exposure across lenders.

•Increased the borrowing capacity under the GNMA MSR facility from $300.0 million to $400.0 million in June 2025.

•Entered into a one-year $70.0 million PLS MSR financing agreement in February 2025. The financing agreement is structured as a repurchase agreement and was entered into upon the final repayment of the $75.0 million amortizing PLS Notes issued in 2022 resulting in additional borrowing capacity.

•In connection with the transfer of certain GSE MSRs between our licensed entities in the second quarter of 2025 (from PHH to PAS - See Note 25 — Regulatory Requirements), we modified the borrowing capacity of our respective lenders for financing optimization and completed the following:

◦Issued two-year term variable-rate advance receivable notes (PGAF Series 2025-VF1) with a maximum borrowing capacity of $350.0 million. Concurrently, we reduced the maximum borrowing capacity under the existing OMART and OGAF advance facilities from $500.0 million to $350.0 million and from $200.0 million to $100.0 million, respectively.

◦Increased the borrowing capacity under a GSE MSR facility from $500.0 million to $650.0 million in January 2025, and subsequently decreased the borrowing capacity under another GSE MSR facility from $400.0 million to $250.0 million in February 2025.

◦Entered into a new GSE MSR facility at PAS with similar terms to the existing PHH facility, with an aggregate capacity of $650.0 million, further increased to $750.0 million in June 2025. Concurrently, we repaid the amount due under an existing $250.0 million GSE MSR facility at PHH.

•Completed two private placement securitizations (OLIT) of HECM loans, and related receivables and REO properties, referred to as reverse mortgage buyouts. In July and December 2025, certain classes of asset-backed notes with an initial principal amount of $322.5 million and $413.3 million, respectively, were issued at a discount, with a stated interest rate of 3% and a three-year mandatory call date.

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In addition to the above transactions completed in 2025:

•On January 30, 2026, Onity issued $200 million aggregate principal amount of 9.875% Senior Notes due 2029. The Senior Notes were offered as an additional issuance of Onity’s 9.875% Senior Notes due 2029 and form a single series of debt securities with the $500 million aggregate principal amount of such notes that were originally issued on November 6, 2024. We opportunistically executed the debt offering to expand and strengthen our capital structure at attractive terms. We believe the transaction will provide greater financial flexibility to manage our leverage and invest in the growth of our business. The net proceeds from the offering will be used for general corporate purposes, including the repayment of MSR indebtedness.

•In November 2025, PHH agreed to sell at book value its HECM loan portfolio and HMBS related borrowings to Finance of America Reverse LLC (“FAR”) and subservice the sold portfolio and additional loans from FAR for an initial three-year term. FAR agreed to acquire PHH’s originations pipeline of reverse mortgage loans and assume some of PHH’s U.S. based reverse originations employees. PHH agreed to discontinue its reverse originations business upon closing. Based on balances as of December 31, 2025, the net proceeds of the transaction are estimated at $120.4 million excluding transaction costs, after $69.2 million repayment of warehouse financing of certain assets sold and $6.2 million servicing-related payable. The sale of the reverse servicing portfolio is also expected to release regulatory capital for other use, generally estimated at 1% of the Ginnie Mae total HMBS outstanding obligations. The sale proceeds are presently expected to support growth, reduce debt, and potentially fund future share repurchases consistent with the Company’s growth and capital structure objectives. As of the filing date of this Form 10-K, the closing of the transaction remains contingent on Ginnie Mae's approval.

A summary of borrowing capacity under our advance facilities, mortgage warehouse facilities and MSR financing facilities is as follows (see Note 14 — Borrowings to the Consolidated Financial Statements for additional information):

December 31, 2025December 31, 2024
Total Borrowing Capacity (1)Remaining Borrowing Capacity - Committed (1)Remaining Borrowing Capacity - Uncommitted (1)Total Borrowing Capacity (1)Remaining Borrowing Capacity - Committed (1)Remaining Borrowing Capacity - Uncommitted (1)
Advance facilities$814.4$458.6$13.9$714.4$233.5$63.8
Mortgage warehouse facilities3,184.3231.91,727.82,553.1212.51,294.3
MSR financing facilities1,470.0172.430.91,200.0235.455.3
Total$5,468.7$862.9$1,772.6$4,467.5$681.4$1,413.4

(1)Total Borrowing Capacity represents the maximum amount which can be borrowed, subject to eligible collateral. Remaining Borrowing Capacity represents Total Borrowing Capacity less outstanding borrowings, subject to eligible collateral.

We may utilize borrowing capacity under our financing facilities to the extent we have sufficient eligible collateral to borrow against and otherwise satisfy the applicable conditions to funding.

At December 31, 2025, we had $24.5 million total available borrowing capacity based on the amount of eligible collateral as follows:

December 31, 2025
TotalCommittedUncommitted
Advance facilities$$$
Mortgage warehouse facilities
MSR financing facilities24.524.5
Total available borrowing capacity based on eligible collateral$24.5$24.5$

At December 31, 2025, our total liquidity of $205.0 million included $180.5 million of unrestricted cash and $24.5 million total available committed and uncommitted borrowing capacity based on the amount of eligible collateral as described above. With total liquidity of $248.5 million at December 31, 2024, the decrease is mostly attributed to our origination and investments in owned MSRs and other general corporate purposes including servicing our senior secured notes interest expense.

We manage our liquidity on a daily basis to fund our business and comply with debt covenants and regulatory liquidity requirements. Our liquidity position may vary significantly during a given month, generally with the lowest liquidity amount around mid-month due to the cash flow remittance requirements under our servicing agreements and the highest around or a few days after month end as we collect monthly payments from borrowers.

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We optimize our daily cash position to reduce financing costs while closely monitoring our liquidity needs and ongoing funding requirements. We regularly monitor and project cash flows over various time horizons to anticipate and mitigate liquidity risk. We maintain liquidity buffers to be responsive to the level of risks, including liquidity peaks and troughs, stressed market interest rate conditions and operational risk.

Use of Funds

Our primary near-term uses of funds in the normal course include:

•Payment of operating costs and corporate expenses;

•Payments for servicing advances in excess of collections including advances and draws related to reverse mortgage assets (see below);

•Investment in MSRs (purchased and originated) and other related asset acquisitions;

•Originated, purchased and repurchased loans, including reverse mortgage buyouts;

•Payment of margin calls under our MSR financing facilities and derivative instruments;

•Debt service and repayments of borrowings, including under our MSR financing, advance financing, warehouse facilities and OLIT securitization notes, and payment of interest expense including on the Senior Notes Due 2029;

•Dividend payments on Series B Preferred Stock; and

•Net negative working capital and other general corporate cash outflows.

We have short-term commitments to lend $2.5 billion in connection with our forward and reverse mortgage loan IRLCs outstanding at December 31, 2025. In addition, we have originated floating-rate reverse mortgage loans under which the borrowers have additional borrowing capacity of $2.9 billion at December 31, 2025. During 2025, we funded $314.8 million of the $3.1 billion borrowing capacity available as of December 31, 2024. We are able to immediately securitize these borrower draws or advances under the Ginnie Mae program. As an HMBS issuer, we are required to repurchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the loan is equal to or greater than 98% of the maximum claim amount (MCA repurchases). See Note 26 — Commitments to the Consolidated Financial Statements for additional information. Our financing commitments related to reverse loans will be assigned to Finance of America Reverse LLC (“FAR”) upon closing of our sale transaction, contingent on Ginnie Mae's approval; see Note 5 – Reverse Mortgages for additional information.

Regarding the current maturities of our borrowings, as of December 31, 2025, we have approximately $2.4 billion of debt outstanding that would either come due, begin amortizing or require partial repayment in the next 12 months. This amount is primarily comprised of $1.2 billion of borrowings under warehouse facilities and $1.1 billion MSR financing facilities.

With respect to liquidity management, we consider our servicing advance requirements during each investor remittance period and the uncertainties of daily margin calls on our collateralized debt facilities and derivative instruments due to interest rate fluctuations.

As servicer, we are generally required to advance to investors the loan P&I installments not collected from borrowers for those delinquent loans, including those on forbearance plans. Loan payoffs and prepayments are a source of additional liquidity and are dependent on the interest rate environment. We also advance T&I and Corporate advances primarily on properties that are in default or have been foreclosed. Our obligations to make these advances are governed by servicing agreements or guides, depending on investors or guarantor. Refer to Note 26 — Commitments to the Consolidated Financial Statements for further description of our servicer advance obligations.

We are generally subject to daily margining requirements under the terms of our MSR financing facilities and daily cash calls for our TBAs, interest rate futures or other derivatives. While the objective of our hedging strategy is to reduce volatility due to interest rates, it is also designed to address cash and liquidity considerations. Refer to the sensitivity analysis in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Our medium- and long-term requirements for cash include:

•Payment of interest and principal repayment of our Senior Notes Due 2029(1);

•Payment of interest and principal repayment of our OLIT securitization note issuances that have a three-year mandatory call date;

•Any payments associated with the confirmation of loss contingencies; and

•Any other payments required under contractual obligations discussed above that extend beyond one year.

(1)Supplemental information required pursuant to the Indenture governing the Onity Senior Notes due 2029 disclosed in Exhibit 99.1.

Sources of Funds

Our primary sources of funds for near-term liquidity in the normal course include:

•Collections of servicing and subservicing fees and ancillary revenues;

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•Collections of advances in excess of new advances;

•Proceeds from match funded advance financing facilities;

•Proceeds from other borrowings, including warehouse facilities, MSR financing facilities, MSR transfers and ESS financing;

•Proceeds from sales and securitizations of originated loans and purchased loans; and

•Net positive working capital from changes in other assets and liabilities.

Servicing advances are an important component of our business and represent amounts that we, as servicer, are required to advance to, or on behalf of, our servicing clients if we do not receive such amounts from borrowers. Our use of advance financing facilities is integral to our cash and liquidity management strategy.

We use mortgage loan repurchase and participation facilities (commonly called warehouse lines) to fund newly-originated or purchased loans on a short-term basis until they are sold or securitized to secondary market investors, including GSEs or other third-party investors, and to fund repurchases of certain Ginnie Mae forward loans, HECM loans, second-lien loans and other types of loans. These facilities contain eligibility criteria that generally include aging and concentration limits by loan type among other provisions. Currently, our financing agreements generally have maximum terms of 364-days. The funds are typically repaid using the proceeds from the sale of the loans to the secondary market investors, usually within 30 days.

We also rely on the secondary mortgage market as a source of liquidity to support our lending operations. Substantially all of the mortgage loans that we originate or purchase are sold or securitized in the secondary mortgage market in the form of residential mortgage-backed securities guaranteed by Fannie Mae or Freddie Mac and, in the case of mortgage-backed securities guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA, VA or USDA. We issued private placement securitizations to finance reverse mortgage buyouts, expanding our access to capital markets and reducing our reliance on warehouse financing facilities.

We regularly evaluate financing structure options including asset-backed financing to support our investment plans and accommodate our business needs. We strive to diversify our sources of funds, optimize maturities and reduce our funding cost. We continuously evaluate the allocation of our capital to MSR and other investments, the related returns, funding and liquidity requirements.

Capital Adequacy and Leverage

Our licensed entities are subject to capital requirements by different agencies and regulators, including but not limited to the GSEs, Ginnie Mae and HUD. We believe our licensed entities are adequately capitalized at December 31, 2025 as reflected by the most restrictive regulatory requirements disclosed in Note 25 – Regulatory Requirements.

Our stockholders’ equity ($628 million at December 31, 2025) relative to total assets denotes a high leverage ratio. Our regulators assess our leverage ratio by deducting from total assets the amount of securitized reverse mortgage loans (HECM loans) pledged to HMBS due to the “lack of true sale accounting treatment of the HMBS Program” as per the Ginnie Mae guide. As of December 31, 2025, as illustrated below, out of $16.2 billion total assets, $9.6 billion securitized HECM loans remain reported on our balance sheet with the associated HMBS liability as they do not meet sale accounting treatment under GAAP.

Condensed Balance SheetDecember 31, 2025
Reverse loans held for sale pooled into HMBS, at fair value$9,808
All other assets6,363
Total assets$16,171
Home Equity Conversion Mortgage-Backed Securities (HMBS) related borrowings, at fair value$9,612
All other liabilities5,881
Total liabilities15,493
Mezzanine equity (a)50
Total stockholders’ equity$628

(a)The Series B Preferred Stock is classified as mezzanine equity as it is contingently redeemable in the event of a change of control. On and after September 15, 2028, Onity will have the right to redeem the Series B Preferred Stock, in whole or in part, for cash at a redemption price equal to the liquidation preference plus an amount equal to any accumulated and unpaid dividends thereon.

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We conduct our Servicing and Originations businesses with asset-backed financing at market-standard effective advance rates, resulting in a relatively low amount of capital to finance our operations, consistent with these asset classes in the industry. Originations/pipeline mortgage loans held for sale are financed by our warehouse financing lines with an advance rate generally exceeding 95%, eligible servicing advances are financed by our match-funded advance financing facilities with an advance rate of approximately 90%, and reverse buyouts (loans held for sale, receivables and REO) are financed by OLIT securitization notes with an initial effective advance rate exceeding 90% of market value.

Accordingly, we assess our capital needs, structure and leverage predominantly with respect to our capital investments, mainly our owned MSR. We prudently manage amount, risks and returns of our owned MSR within the limits of our available capital, as summarized below:

Capital Investment Allocation and StructureAt December 31, 2025AssetsCollateralized Financing / Liabilities (1)Net
MSR, at fair value (1)$2,825$2,085$741
HECM loans held for sale pooled into HMBS, at fair value (1)(2)9,8089,681127
Other assets pledged to collateralized financing facilities (1)(3)2,6002,439161
Other (1)(4)938799139
Total$16,171$15,003$1,167
Equity and debt capital structure:
Corporate debt - Senior Notes due 2029$490
Mezzanine equity50
Stockholders’ common equity628
Total capital$1,167

(1)See Note 14 — Borrowings, Collateral table.

(2)Includes $104 million unsecuritized HECM loans and tails, $69 million associated warehouse financing ($35 million net), and $91 million of HECM net asset value or economic reverse MSR. Sold to Finance of America Reverse LLC in November 2025, pending Ginnie Mae’s approval.

(3)Other assets include Advances, net, Loans held for sale, at fair value, Ginnie Mae claim receivables, net, REO and Debt service accounts (a component of Restricted cash).

(4)Assets that are not subject/pledged to collateralized financing facilities and liabilities that are not financing facilities. Assets include Cash and cash equivalents, Other restricted cash, Contingent loan repurchase asset, Other assets excluding REO, Premises and equipment, and Receivables, net excluding Ginnie Mae claims. Liabilities include Other liabilities and Contingent loan repurchase liability.

Covenants

Our debt agreements contain various qualitative and quantitative covenants including financial covenants, covenants to operate in material compliance with applicable laws and regulations, monitoring and reporting obligations and restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional debt, paying dividends or making distributions on or purchasing equity interests of Onity and its subsidiaries, repurchasing or redeeming capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Onity and its subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates. These covenants may limit the manner in which we conduct our business and may limit our ability to engage in favorable business activities or raise additional capital to finance future operations or satisfy future liquidity needs. In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and litigation and changes of control. See Note 14 — Borrowings to the Consolidated Financial Statements for additional information regarding our covenants.

The most restrictive liquidity requirement under our debt agreements is for a minimum of $65.0 million in consolidated liquidity, as defined, under certain of our warehouse and MSR financing facilities agreements. The most restrictive consolidated net worth requirement contained in our debt agreements with borrowings outstanding at December 31, 2025 is a minimum of $275.0 million and $125.0 million tangible net worth for Onity and PHH, respectively. Refer to Note 25 — Regulatory Requirements for our regulatory capital and liquidity requirements. We are also subject to minimum capital or tangible net worth and liquidity requirements under regulatory or Agency requirements. Ginnie Mae announced a new risk-based capital ratio effective on December 31, 2024 for Ginnie Mae issuers. Ginnie Mae issued a waiver extending the deadline by which PHH must meet the risk-based capital ratio requirements to October 1, 2025. PHH is required to maintain a minimum of 6%

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ratio of Adjusted Net Worth less Excess MSRs, as defined, to risk weighted assets. In the second quarter of 2025, in order to achieve and maintain compliance with the Ginnie Mae RBCR requirements, we transferred certain GSE MSR investment activities previously conducted by PHH to PAS, a wholly owned subsidiary of PHH Corporation, with PHH retaining the subservicing.

In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations, and other legal remedies, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

We believe that we are in compliance with the covenants in our debt agreements and associated regulatory requirements as of December 31, 2025.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Rating AgencyRated EntityLong-term Corporate RatingReview Status / OutlookDate of last action
Moody’sOnityB3StableOctober 2, 2025
S&POnityB-StableOctober 21, 2024

On October 2, 2025, Moody’s affirmed the Caa1 rating of the PHH Corporation Senior Notes due 2029. Moody’s also affirmed the B3 corporate family rating of Onity. The entities’ outlooks are stable. Moody’s recognizes the progress the company has made towards achieving a sustainable level of profitability by managing its operating expenses and maintaining the size of its servicing portfolio despite difficult conditions for residential mortgage companies. The company has also continued to grow its subservicing portfolio, which is a capital-light fee-earning business. The corporate family rating also reflects the company’s sound liquidity and funding profile. At the same time, Moody’s noted a credit challenge is Onity's modest capitalization, especially as the company continues to grow its portfolio and evolve its business.

On October 21, 2024, S&P assigned a B- rating to the new PHH Corporation Senior Notes due 2029. S&P also affirmed the B- rating to Onity with a Stable Outlook. The Stable Outlook reflects S&P’s expectations that Onity will maintain certain levels of debt ratio and debt-interest coverage while continuing to grow and diversify its servicing portfolio.

It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the date of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have processes in place to monitor these judgments and assumptions, and management is required to review critical accounting policies and estimates with the Audit Committee of the Board of Directors. The following is a summary of certain accounting policies and estimates involving significant judgments. Our significant accounting policies and critical accounting estimates are described in Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements.

Fair Value Measurements

We use fair value for recognition, subsequent measurement and disclosure of certain instruments. Refer to Note 3 — Fair Value to the Consolidated Financial Statements for the fair value hierarchy, descriptions of valuation methodologies used to measure significant assets and liabilities at fair value and details of the valuation models, key inputs to those models, significant assumptions utilized, and sensitivity analyses. We follow the fair value hierarchy to prioritize the inputs utilized to measure fair value and classify instruments as Level 3 when the valuation technique requires significant unobservable inputs or assumptions.

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We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. The determination of the fair value of these Level 3 financial assets and liabilities and MSRs requires significant management judgment and estimation. See Item 7A. Quantitative and Qualitative Disclosures about Market Risk for a sensitivity analysis reflecting the estimated change in the fair value of our MSRs, reverse loans held for sale pooled into HMBS, previously held for investment and loans held for sale carried at fair value as well as any related derivatives at December 31, 2025, given hypothetical instantaneous parallel shifts in the yield curve.

As of December 31, 2025, 90% of our assets and 68% of our liabilities were reported at fair value, with fair value changes reported in our statement of operations. Substantially all our assets and liabilities at fair value were classified as Level 3 instruments due to unobservable inputs. See Note 3 — Fair Value for the carrying amounts and the estimated fair values of our financial instruments and certain of our nonfinancial assets measured at fair value on a recurring and nonrecurring basis or disclosed, but not measured, using fair value.

We have various internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to analysis and management review and approval. We utilize a number of controls to ensure the results are reasonable, including comparison, or “back testing” of model results against actual performance and monitoring the market for recent trades, including our own price discovery in connection with potential and completed sales, and other market information that can be used to benchmark inputs, assumptions or outputs. Considerable judgment is used in forming conclusions about Level 3 inputs. Changes to these inputs or assumptions could have a significant effect on fair value measurements.

Valuation of Reverse Mortgage Loans Held for Sale pooled into HMBS, previously, Held for Investment and HMBS-related Borrowings

Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae guaranteed securities (or HMBS). Loan transfers in these Ginnie Mae securitizations do not qualify for sale accounting and are recorded as secured financings. We record both reverse loans pooled into HMBS, previously loans held for investment, and the corresponding HMBS borrowings at fair value. Our net exposure to reverse mortgages and the HMBS-related borrowings is limited to the residual value we retain, including future draw commitments and servicing value. Changes in the fair value of the loans held for sale pooled into HMBS, previously, held for investment are largely offset by changes in the value of the related secured financing. As of December 31, 2025, we reported $9.7 billion securitized loans held for sale pooled into HMBS, at fair value and $9.6 billion HMBS-related borrowings at fair value, with a net asset value of $91.4 million.

The fair value of both reverse mortgage loans held for sale pooled into HMBS, previously, held for investment and HMBS-related borrowings is based primarily on discounted cash flow methodologies. Inputs to the discounted cash flows of these assets include future draws and tail securitization spreads, conditional prepayment rate (including voluntary and involuntary prepayments) and discount rate. The determination of fair value requires management judgment due to the significant unobservable assumptions, including conditional prepayment rate and discount rate.

We engage third-party valuation experts to support our valuation and provide observations and assumptions related to market activities. We evaluate the reasonableness of our fair value estimate and assumptions using historical experience, or cash flow backtesting, adjusted for prevailing market conditions and benchmarks with third-party expert valuations. We believe that our back-testing and benchmarking procedures provide reasonable assurance that the fair value used in our consolidated financial statements complies with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use. In November 2025, our agreement to sell Finance of America Reverse LLC our reverse loans and HMBS-related borrowings at book value (contingent on Ginnie Mae’s approval) provided additional information related to the reasonableness of our fair value.

Refer to Note 3 — Fair Value for the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) as of December 31, 2025 and December 31, 2024.

Valuation of MSRs and MSR related Financing Liabilities, at Fair Value

We originate MSRs from our originations activities and acquire MSRs through flow purchase agreements, Agency Cash Window programs or bulk purchases. We account for MSRs, pledged MSR liabilities and ESS financing liabilities at fair value (reported within MSR related financing liabilities, at fair value). As of December 31, 2025, we reported a $2.8 billion fair value of MSRs and $0.8 billion MSR related financing liabilities.

We determine the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities primarily using discounted cash flow methodologies. The significant estimated future cash inflows for MSRs include servicing fees, late fees, float earnings and other ancillary fees, and significant cash outflows include the cost of servicing, the cost of financing servicing advances and compensating interest payments. The determination of the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities requires management judgment relating to the significant unobservable assumptions that underlie the valuation, including prepayment speed, delinquency rates, cost to service and discount rate. Our judgment is informed by the

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transactions we observe in the market, by our actual portfolio performance and by the advice and information we obtain from our valuation experts, amongst other factors.

To assist in the determination of fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and a prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, generally the bulk market, incorporating available industry survey results and client feedback, and including risk premiums and liquidity adjustments. While interest rates are a key value driver, MSR fair value may change for other market-driven factors, including but not limited to the supply and demand of the market or the required yield or perceived value by investors of such MSRs. While the models and related assumptions used by the valuation experts are proprietary to them, we understand the methodologies and assumptions used to develop the prices based on our ongoing due diligence, which includes regular discussions with the valuation experts, and we perform additional verification and analytical procedures. We evaluate the reasonableness of our third-party experts’ assumptions using historical experience adjusted for prevailing market conditions and benchmarks with third-party expert valuation and market participant surveys. We believe that our procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

The following table provides the hypothetical sensitivity of the MSR fair value to certain significant unobservable assumptions at December 31, 2025:

Adverse change in MSR fair value due to significant unobservable assumption change10%20%
Change in fair value due to change in weighted average discount rate$(98)$(188)
Change in fair value due to change in weighted average prepayment speeds$(78)$(148)
Change in fair value due to change in weighted average delinquency$(18)$(33)
Change in fair value due to change in weighted average cost to service$(20)$(39)

Changes in these assumptions are generally expected to affect our results of operations as follows:

•Increases in the discount rate reduce the value of our MSRs due to the lower overall net present value of the net cash flows.

•Increases in prepayment speeds generally reduce the value of our MSRs as the underlying loans prepay faster which causes accelerated MSR portfolio runoff, higher compensating interest payments and lower overall servicing fees, partially offset by a lower overall cost of servicing, increased float earnings on higher float balances and lower interest expense on lower servicing advance balances.

•Increases in delinquencies generally reduce the value of our MSRs as the cost of servicing increases during the delinquency period, and the amounts of servicing advances and related interest expense also increase.

•Increases in cost to service generally reduce the value of our MSRs as the expected net profitability decreases.

The fair value of Pledged MSR liabilities and ESS financing liabilities is generally expected to be impacted by the same assumptions as the underlying MSR, in opposite direction. Instrument or transaction specific assumption may apply and require our judgment, including the estimated life of the subservicing agreement when MSRs are sold subservicing retained, or the yield or discount rate to apply.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. Factors considered include estimates of future taxable income, future reversals of taxable temporary differences, tax character and the impact of tax planning strategies that may be implemented, if warranted. In these evaluations, we give more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses.

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As of December 31, 2025, we reassessed the valuation allowance noting the shift of positive evidence outweighing negative evidence for the U.S. jurisdiction, including cumulative income vs. cumulative losses in recent years, continued profitability, and expectations regarding future profitability. As of December 31, 2025, we believe that the weight of the positive evidence outweighs the negative evidence regarding the realization of our U.S. federal and certain state deferred tax assets, resulting in the release of the corresponding valuation allowance. The release of the valuation allowance resulted in a $120.1 million benefit to income tax expense in the period. As of December 31, 2025, for certain U.S. state net operating losses and interest expense disallowance carryforwards, we believe the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these state deferred tax assets and as a result are not considered to be more likely than not realizable; therefore, we have maintained a $25.5 million valuation allowance against these assets.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

NOL carryforwards, Section 163(j) disallowed interest expense carryforwards, and certain built-in losses or deductions may be subject to annual limitations under Internal Revenue Code Section 382 (Section 382) (or comparable provisions of foreign or state law) in the event that certain changes in ownership were to occur. In addition, tax credit carryforwards may be subject to annual limitations under Internal Revenue Code Section 383 (Section 383). We periodically evaluate our NOL and tax credit carryforwards and deductions and/or certain built-in losses and whether certain changes in ownership have occurred as measured under Section 382 that would limit our ability to utilize a portion of these tax attributes. If it is determined that an ownership change(s) has occurred, there may be annual limitations on the use of these NOL and tax credit carryforwards under Sections 382 and 383 (or comparable provisions of foreign or state law).

Onity and PHH Corporation have both experienced historical ownership changes that have caused the use of certain tax attributes to be limited and have resulted in the write-off of certain of these attributes based on our inability to use them in the carryforward periods defined under the tax laws. Onity continues to monitor the ownership in its stock to evaluate whether any additional ownership changes have occurred that would further limit its ability to utilize certain tax attributes. As such, our analysis regarding the amount of tax attributes that may be available to offset taxable income in the future without restrictions imposed by Section 382 may continue to evolve.

Indemnification Obligations

We have exposure to representation, warranty and indemnification obligations because of our lending, loan sales and securitization activities, our acquisitions to the extent we assume one or more of these obligations, and in connection with our servicing practices. We initially recognize these obligations at fair value. Thereafter, the estimation of the liability considers probable future obligations based on industry data of loans of similar type segregated by year of origination, to the extent applicable, and estimated loss severity based on current loss rates for similar loans, our historical rescission rates and the current pipeline of unresolved demands. Loss severity considers the historical loss experience that we incur upon loan sale or collateral liquidation, as well as current market conditions. We monitor the adequacy of the overall liability and make adjustments, as necessary, after consideration of our historical losses and other qualitative factors including ongoing dialogue and experience with our counterparties. We do not provide or assume any origination representations and warranties in connection with our MSR purchases. As of December 31, 2025, we have recorded a liability for representation and warranty obligations and similar indemnification obligations of $23.0 million. See Note 27 — Contingencies for additional information.

Litigation and Regulatory Matters

In the ordinary course of business, we are a defendant in, or a party or potential party to, many threatened and pending litigation matters. In addition, we are engaged with regulators on certain matters that may be resolved via consent orders, payments of monetary amounts or other agreements in order to settle issues identified in connection with examinations or other oversight activities. We monitor our litigation and regulatory matters, including advice from external legal counsel, and regularly perform assessments of these matters for potential loss accrual and disclosure. We establish liabilities for settlements, judgments on appeal and filed and/or threatened claims for which we believe it is probable that a loss has been or will be incurred and the amount can be reasonably estimated based on current information regarding these matters. Where we determine that a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible loss is not material to our financial position, results of operations or cash flows. Management’s assessment involves the use of estimates, assumptions, and judgments, including progress of the matter, prior experience, available defenses, and the advice of legal counsel and other experts. Accruals are adjusted as more information becomes available or when an event occurs requiring a change. Our total accrual for probable and estimable legal and regulatory matters, including accrued legal fees, was $27.6 million at December 31, 2025. It is possible that we will incur

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losses relating to threatened and pending litigation that materially exceed the amount accrued. We cannot currently estimate the amount, if any, of reasonably possible losses above amounts that have been recorded at December 31, 2025.

RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements

For additional information, see Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for additional information.

Our adoption of the standards listed below in 2025 did not have a material impact on our consolidated financial statements:

•Business Combinations - Joint Venture Formations (ASC 805-60): Recognition and Initial Measurement (ASU 2023-05)

•Income Taxes (ASC 740) Improvements to Income Tax Disclosures (ASU 2023-09)

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001628280-25-007126.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-21. Report date: 2024-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)

The Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2024 and 2023 items and provides year-to-year comparisons between 2024 and 2023. Discussions of year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024.

OVERVIEW

General

We are a leading non-bank mortgage servicer and originator providing solutions through our primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH is one of the largest non-bank servicers in the country based on UPB, focused on delivering a variety of servicing and lending programs. PHH is also one of the largest correspondent lenders in the U.S. based on origination UPB. Liberty is one of the nation’s largest reverse mortgage lenders and servicers based on origination and securitization UPB, dedicated to education and providing loans that help customers meet their personal and financial needs by drawing upon their home equity. We serviced or subserviced 1.4 million loans with a total UPB of $301.7 billion on behalf of more than 4,000 investors and 125 subservicing clients as of December 31, 2024. We service all mortgage loan classes, including conventional, government-insured, non-Agency, small-balance commercial and multi-family loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window and co-issue programs, bulk MSR purchase transactions, and subservicing agreements. On June 10, 2024, Ocwen Financial Corporation changed its name to Onity Group Inc.

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Volume Overview

The table below summarizes the volume of Originations by channel during 2024, compared with the volume of the two preceding years. The volume of Originations is a key driver of the profitability of our Originations segment, along with margins, and also a key driver of the replenishment and growth of our Servicing segment. In 2024, we added $85.6 billion of new volume, with $44.9 billion of new subservicing, $29.7 billion of new Originations production, and $10.9 billion in bulk acquisitions, as further detailed in the below table.

$ In billionsUPB$ Change
Years Ended December 31,2024 vs 20232023 vs 2022
202420232022
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$0.9$0.4$1.2$0.5$(0.9)
Correspondent MSR (1)16.112.215.64.0(3.4)
Flow and Agency Cash Window MSR purchases (2)11.99.111.32.8(2.3)
Reverse mortgage servicing (3)0.80.71.40.1(0.8)
Total servicing29.722.329.57.4(7.2)
Bulk MSR purchases (2) (4)10.90.54.510.4(4.1)
Total servicing additions40.622.834.017.9(11.3)
Interim forward subservicing7.96.812.61.1(5.8)
Other new forward subservicing36.519.429.017.1(9.5)
Reverse subservicing0.51.413.2(0.9)(11.9)
Total Subservicing additions (5)44.927.654.817.3(27.2)
Total servicing and subservicing UPB additions$85.6$50.4$88.8$35.2$(38.4)

(1)Represents the UPB of loans that have been originated or purchased (funded) during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.

(4)Bulk MSR purchases include $3.9 billion UPB for which PHH was previously performing the subservicing that were purchased from third parties in 2024.

(5)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business.

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The following table summarizes the average volume of our Servicing segment in 2024, compared with the two preceding years. The average servicing volume is a key driver of the profitability of our Servicing segment. The relative weight of performing and delinquent loans or servicing and subservicing also drive the amount and timing of gross revenue and expenses. In 2024, our total average servicing and subservicing portfolio increased $7.1 billion, or 2%, net of runoff and sales, primarily driven by $8.1 billion of subservicing additions. Our average owned MSR servicing portfolio stayed relatively flat year over year, with a $0.8 billion, or 1% decrease.

$ in billionsAverage UPB$ Change
Years Ended December 31,2024 vs 20232023 vs 2022
202420232022
Owned MSR$123.0$123.8$121.9$(0.8)$1.9
Subservicing (including reverse subservicing)64.556.457.08.1(0.7)
Rithm43.147.052.0(3.9)(5.0)
MAV50.051.942.5(2.0)9.4
Other MSR capital partners9.14.64.54.6
Reverse mortgage loans (owned)9.07.87.41.20.4
Other servicing (including whole loans)0.90.90.80.2
Total servicing and subservicing UPB (average)$299.6$292.4$281.6$7.1$10.9

As of December 31, 2024 and 2023, the total servicing and subservicing UPB amounted to $301.7 billion and $288.4 billion, respectively, a net increase of $13.3 billion or 4.6%.

The following table presents key market interest rates which are important drivers of our businesses. As further discussed, the 30-year fixed rate mortgage is a key driver of Originations volume, the 10-year Treasury rate is a key benchmark for MSR valuation and hedging activities, and the 1-month SOFR is a key benchmark for the profitability of our Servicing segment (including float earnings and asset-backed financing cost).

Years Ended December 31,
202420232022
30-year fixed rate mortgage (FRM) (1)
Average6.72%6.80%5.30%
End of period6.85%6.61%6.42%
10-year Treasury rate (end of period)4.58%3.88%3.88%
1-month Term SOFR (average)5.11%5.07%1.85%

(1)Source: Freddie Mac PMMS - Primary Mortgage Market Survey

In 2024, the average 30-year fixed rate mortgage rate remained mostly flat (down 8 basis points vs. 2023) resulting in a continued depressed origination market due to borrower affordability. The Federal Reserve reduced its federal funds target rate a total of 1 percentage point between September and December 2024 (50-basis point reduction in September and consecutive 25-basis point reductions in November and December). Despite the Federal Reserve actions the 10-year Treasury rate increased by 70 basis points year over year, driving MSR fair values up. The average 1-month term SOFR remained flat (up 4 basis points vs. 2023) following the Federal Reserve respective actions in 2023 and 2024, as illustrated in the below graph.

In 2023, mortgage interest rates continued to rise following the decision of the Federal Reserve to continue to raise its federal funds target rate (with four times a 25-basis point increase from February to July 2023), resulting in the 30-year fixed rate mortgage reaching its peak 7.79% in October, 2023 and its yearly average up 1.5 percentage points higher than the prior year. This rate increase continued to depress the origination market, significantly limiting refinance opportunities and maintaining pressure on borrower affordability. The 30-year fixed rate mortgage dropped in the fourth quarter of 2023 to return to levels similar to December 31, 2022 (up 19 basis points). Similarly, while the 10-year Treasury rate, a benchmark for MSR fair value changes attributable to rates, stayed flat year-over-year, it increased 140 basis points from March 31, 2023 to October 31, 2023 and decreased 100 basis points from October 31, 2023 to December 31, 2023.

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The following graph compares market interest rates over the current and comparative periods:

Financial Highlights

Results of operations for 2024

•Net income attributable to common stockholders of $33 million, or $4.28 income per share basic and $4.13 diluted

•Servicing and subservicing fee revenue of $832 million

•Originations gain on sale of $58 million

• $60 million MSR valuation gain attributable to rate and assumption changes, net of hedging

Financial condition at the end of the year

•Stockholders’ equity of $443 million, or $56.26 book value per common share

•MSR investment of $2.5 billion, and $301.7 billion total servicing and subservicing UPB

•Cash position of $185 million

•Total assets of $16.4 billion

Business Strategy

We established the following strategy to return to sustainable profitability and create long-term value for shareholders:

•Balance and diversification: Maintain a scale position in origination and servicing to address market-cycle opportunities;

•Prudent capital-light growth: Emphasize on capital-light subservicing to drive servicing portfolio UPB growth and expand higher margin products and origination channels to drive accretive MSR investments;

•Industry-leading cost structure: Achieve industry cost leadership through continuous cost and process improvement, optimizing global operations and technology, and drive innovation, including artificial intelligence based solutions;

•Top-tier operating performance and capabilities: Deliver industry top-tier servicing operational performance and increase borrower and client satisfaction;

•Dynamic asset management: Optimize investment returns and liquidity through dynamic and opportunistic asset purchases and sales.

Our growth and asset management strategy includes purchasing assets and/or operations of complementary businesses, by means of acquisition, merger or other transaction forms. Our strategy may also include pursuing large transactions, including bulk purchases or sales of MSRs. We have engaged in such transactions in the past, and we continue to explore opportunities that may be accretive to our business and stockholders’ value.

Results of Operations and Financial Condition

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report on

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Form 10-K. The segment information presented below is prepared under GAAP, consistent with the amounts included in our consolidated financial statements.

Condensed Statements of OperationsYears Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Revenue$976.0$1,066.7$953.9(9)%12%
MSR valuation adjustments, net(96.2)(232.2)(10.4)(59)n/m
Operating expenses436.5412.1532.46(23)
Other income (expense), net(404.1)(480.5)(386.2)(16)24
Income (loss) before income taxes39.3(58.1)24.9(168)(333)
Income tax expense (benefit)5.35.6(0.8)(4)(795)
Net income (loss)33.9(63.7)25.7(153)(348)
Segment income (loss) before income taxes
Servicing$172.8$9.9$127.7n/m(92)%
Originations30.4(2.0)2.9n/m(169)
Corporate(163.9)(66.1)(105.7)148(37)
$39.3$(58.1)$24.9(168)%(333)%
n/m: not meaningful

Onity reported $33.9 million net income in 2024, as compared to a $63.7 million net loss in 2023, or a net improvement of $97.6 million, mostly driven by the following:

•A $136.1 million lower loss on MSR valuation adjustments, net, primarily driven by higher market interest rates (the 10-year Treasury rate remained flat in 2023, and increased 70 basis points in 2024) and favorable assumption updates as compared to unfavorable updates in 2023 to reflect actual market trade pricing levels;

•A $13.7 million net gain on the sale of our investment in MAV Canopy in November 2024;

•A $49.4 million loss on debt extinguishment primarily mostly due to our corporate debt refinancing in November 2024 and redemption of the PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027;

•A $32.4 million increase in Originations profitability driven by higher volumes, with our increased recapture operational capability and our MSR replenishment strategy following bulk sales; and

•The reversal of litigation accruals in 2023 (within Professional services expenses) related to the resolution of the CFPB and other matters.

Revenue and Other income (expense) decreased due to the effects of our accounting derecognition of MSRs previously sold to Rithm for which the sale accounting criteria were met effective December 31, 2023 ($124.9 million servicing fees recognized in 2023 with remittance reported as Pledged MSR liability expense in Other income (expense). On December 31, 2023, we derecognized from our balance sheet $421.7 million non-Agency MSRs and Pledged MSR liability associated with Rithm servicing agreements with a UPB of $33.4 billion for which MSR sale accounting criteria was met. As PHH continues to subservice the portfolio, our statement of operations in 2024 reflects subservicing fee revenue as opposed to the gross presentation of servicing fee revenue and offsetting servicing fee remittances within Pledged MSR liability expense, a component of Other income (expense), net, prior to December 31, 2023. These required presentation changes do not affect the amount of net fee retained by Onity in connection with the Rithm servicing agreements.

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Total Revenue

The below table presents total revenue by segment:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Servicing and subservicing fees$832.5$947.3$862.6(12)%10%
Gain on reverse loans held for investment and HMBS-related borrowings, net42.5$46.7$36.1(9)29
Gain on loans held for sale, net59.0$40.6$22.04585
Other revenue, net42.0$32.0$33.231(4)
Total revenue$976.0$1,066.7$953.9(9)%12%
Servicing$866.7$994.6$828.5(13)%20%
Originations109.372.1141.152(49)
Corporate100n/m
Total segment revenue (1)$976.0$1,066.7$969.6(9)10

(1)Refer to Note 24 — Business Segment Reporting for a reconciliation to Total revenue for 2022.

Total segment revenue for 2024 was $90.7 million, or 9%, lower as compared to 2023 predominantly due to the accounting derecognition of Rithm servicing fees described above ($124.9 million servicing fees presented gross in 2023), partially offset by a $37.1 million increase in Originations revenue driven by higher volume.

•The $114.7 million decrease in Servicing and subservicing fees is mainly due to the effects of our accounting derecognition of MSRs previously sold to Rithm, partly offset by $10.5 million higher collection of previously deferred non-Agency servicing fees, among other factors.

•The $4.3 million decline in Gain on reverse loans held for investment and HMBS-related borrowings, net is mostly driven by increasing interest rates partially offset by yield spread tightening (and is part of our MSR hedging strategy, see below).

•The $18.4 million increase in Gain on loans held for sale, net is due to a $27.3 million increase in Originations mostly attributed to higher volumes, partly offset by $8.9 million lower gains in Servicing attributed to reverse mortgage buyouts. The increase in Originations volume is notable in both our Consumer Direct and Correspondent channels with our increased recapture operational capability and our owned MSR replenishment strategy following opportunistic MSR bulk sales.

•The $10.0 million increase in Other revenue, net is largely driven by fees on higher loan production volume.

MSR Valuation Adjustments, Net

The table below presents the components of MSR valuation adjustments, net which include MSRs, MSR pledged liabilities and ESS financing liabilities at fair value, along with MSR hedging derivatives:

Years Ended December 31,
202420232022
Realization of expected cash flows (runoff)$(156.6)$(143.6)$(164.5)
Fair value gains (losses) due to rate and assumption changes173.3(55.5)261.0
MSR hedging derivative fair value gain (loss)(112.9)(33.1)(106.9)
MSR valuation adjustments, net (1)$(96.2)$(232.2)$(10.4)

(1)Excludes fair value changes of reverse mortgage loans held-for-investment and HMBS related borrowing due to rates and assumptions that are part of the MSR hedging strategy. Refer to the MSR Hedging Strategy section of Item 7A. Quantitative and Qualitative Disclosures about Market Risks for further detail and the discussion below within Servicing.

The $96.2 million loss on MSR valuation adjustments, net in 2024 is comprised of $156.6 million runoff, $173.3 million fair value gain attributed to rates and assumption changes and $112.9 million loss on MSR hedging derivatives. MSR valuation adjustments, net decreased by $136.1 million (lower loss) in 2024 compared to 2023 largely driven by interest rates, favorable assumption updates and changes in our hedge coverage ratio, as discussed below.

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•MSRs are subject to runoff, a fair value decline due to the realization of expected cash flows and yield based on projected borrower behavior, including scheduled amortization of the loan UPB together with projected voluntary prepayments. The unfavorable $13.0 million increase in runoff year-over-year is mostly due to the impact of higher market rate changes on expected cash flows.

•The $173.3 million fair value gain due to rates and assumptions in 2024 is largely attributed to favorable assumption updates to reflect market participant perspectives on MSRs and actual market trade pricing levels and an increase in interest rates. The change from a $55.5 million fair value loss in 2023 to a $173.3 million fair value gain in 2024 is mostly driven by changes in market interest rates as the 10-year Treasury rate increased 70 basis points in 2024 (flat in 2023) and favorable assumption updates to reflect actual market trade pricing levels in 2024 as compared to unfavorable updates to reflect market participant perspectives on MSR fair value with actual trade pricing levels in 2023.

•MSR hedging derivative fair value gains or losses are designed to partially offset the expected fair value losses or gains, respectively, of the net MSR, MSR pledged liabilities and ESS exposure, commensurate with our target hedge coverage ratio. The $112.9 million derivative loss is primarily driven by the increase in market interest rates discussed above. The $79.7 million year-over-year increase in hedging losses is mainly due to market interest rates changes noted above, also considering the change in our hedge coverage ratio. During 2023, we gradually increased our minimum hedge coverage ratio from 25% to 60%, with the minimum increasing to 95% in December 2023, adjusted to 90% in April 2024. Also refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy and its effectiveness.

Operating Expenses

The table below presents the key components of operating expenses:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Compensation and benefits$232.5$229.2$289.41%(21)%
Servicing and origination52.357.364.9(9)(12)
Technology and communications52.952.557.91(9)
Professional services52.622.349.3136(55)
Occupancy, equipment and mailing31.431.841.8(1)(24)
Other expenses14.719.029.1(23)(35)
Total operating expenses$436.5$412.1$532.46%(23)%
Servicing$273.0$301.7$315.6(10)%(4)%
Originations88.380.8148.59(46)
Corporate75.229.668.3154(57)
$436.5$412.1$532.46%(23)%
Average headcount4,3744,6705,476(6)(15)

Compensation and benefits expense for 2024 increased $3.3 million, or 1%, as compared to 2023 largely due to an $8.9 million increase in incentive compensation attributed to our improved financial performance in 2024 and a $3.1 million increase in commissions due to higher production volume in our Originations segment, partially offset by a $6.1 million decrease in salaries and benefits. Our total average headcount declined 6% (including a 11% decline in total average U.S. based headcount), driven by efficiencies in our Servicing activities and runoff of our reverse servicing portfolio.

Servicing and origination expense for 2024 decreased $5.0 million, or 9%, as compared to 2023, mostly driven by a $10.7 million decrease in Servicing expense, partially offset by $5.1 million higher Originations expense. The decrease in Servicing expense is primarily due to lower claim loss on Ginnie Mae loan repurchases, and recoveries and favorable resolutions of our indemnification obligations in 2024. The increase in Originations expense was driven by higher production volume and a provision release for representation and warranty indemnification recorded in 2023 due to favorable resolution of demands.

Professional services expense for 2024 increased $30.3 million, or 136%, as compared to 2023 primarily due to the reversal of our loss contingency accrual related to the CFPB and other matters resolved in 2023 and an increase in other litigation-related expenses recognized in 2024, largely offset by higher recoveries of prior year expenses in 2024 as compared to 2023.

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Other Income (Expense)

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Interest income$93.3$78.0$45.62071
Interest expense(288.9)(273.6)(186.0)647
Net interest expense$(195.6)$(195.6)$(140.4)%39%
Pledged MSR liability expense(175.4)(296.3)(255.0)(41)16
Gain (loss) on extinguishment of debt(49.4)1.30.9n/m43
Earnings of equity method investee22.97.318.5214(61)
Other, net(6.6)2.8(10.2)(337)(127)
Other income (expense), net$(404.1)$(480.5)$(386.2)(16)24

Loss on extinguishment of debt for 2024 includes the recognition of a $53.4 million loss on our redemption in November 2024 of all of the outstanding PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027, comprised of the accelerated write-off of $36.8 million unamortized discount and debt issuance costs, the payment of an $11.6 million make-whole redemption premium and a $5.0 million transaction fee to Oaktree. In addition, during 2024, we repurchased and extinguished a portion of the PMC Senior Secured Notes and recognized a gain of $4.1 million (prior to their redemption). During 2023, we repurchased $15.0 million of PMC Senior Secured Notes at a discount and recognized a $1.3 million gain on debt extinguishment, net of the respective write-off of unamortized discount and debt issuance costs.

Other, net expense for 2024 increased (higher net expense) $9.3 million as compared to 2023 primarily driven by $5.7 million of compensation from a subservicer related to a negotiated subservicing termination in the fourth quarter of 2023. The payment received offsets an unfavorable impact to the fair value of the associated MSRs (reported as a loss in MSR valuation adjustments, net). In addition, early payoff protection expense increased by $5.7 million in 2024 in connection with our MSR opportunistic sale transactions.

Refer to the Servicing and Originations segments for discussion and analysis of Interest income and Interest expense. Refer to the Servicing segment for discussion and analysis of Pledged MSR liability expense and Earnings of equity method investee, including the related gain on sale of our investment in MAV Canopy.

Income Tax Expense (Benefit)

Years Ended December 31,
202420232022
Income tax expense (benefit)$5.3$5.6$(0.8)
Income (loss) before income taxes39.3(58.1)24.9
Effective tax rate14%(10)%(3)%

Our effective tax rate for the periods indicated in the table above is lower than the 21% federal statutory income tax rate primarily due to the full valuation allowance recorded on our net U.S. federal and state deferred tax assets. We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we give more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses. We evaluated all positive and negative evidence and determined that a full valuation allowance at December 31, 2024 remains appropriate. Refer to Note 21 — Income Taxes for further details on deferred tax assets.

For 2024, income tax expense of $5.3 million was driven primarily by pre-tax earnings in foreign jurisdictions and current taxable income in the U.S. The increase in the effective tax rate is primarily due to the $97.3 million increase in pre-tax earnings in 2024 compared to 2023.

Under our transfer pricing agreements, our operations in India and Philippines are compensated on a cost-plus basis for the services they provide, such that even when we have a consolidated pre-tax loss from operations these foreign operations have taxable income, which is subject to statutory tax rates in these jurisdictions that are higher than the U.S. statutory rate of 21%.

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Financial Condition

Financial Condition SummaryDecember 31,$ Change% Change
20242023
Cash and cash equivalents$184.8$201.6$(16.8)(8)%
Restricted cash80.853.527.351
MSRs, at fair value2,466.32,272.2194.09
Advances, net577.2678.8(101.6)(15)
Loans held for sale1,290.2677.3612.991
Loans held for investment, at fair value11,125.37,975.53,149.739
Receivables, net176.4154.821.614
Investment in equity method investee37.8(37.8)(100)
Premises and equipment, net11.013.1(2.1)(16)
Other assets111.3106.25.15
Contingent loan repurchase asset412.2343.069.220
Total assets$16,435.4$12,513.7$3,921.631%
Total Assets by Segment
Servicing$15,242.5$11,687.6$3,554.830%
Originations945.0551.9393.171
Corporate247.9274.3(26.3)(10)
$16,435.4$12,513.7$3,921.631%
HMBS-related borrowings, at fair value$10,872.1$7,797.3$3,074.839
Other financing liabilities, at fair value846.9900.0(53.1)(6)
Advance match funded liabilities417.1499.7(82.6)(17)
Mortgage loan financing facilities, net1,528.2710.6817.6115
MSR financing facilities, net957.9916.241.75
Senior notes, net487.4595.8(108.4)(18)
Other liabilities420.6349.371.420
Contingent loan repurchase liability412.2343.069.220
Total liabilities15,942.512,111.93,830.532
Mezzanine equity49.949.9n/m
Total stockholders’ equity442.9401.841.110
Total liabilities and equity$16,435.4$12,513.7$3,921.631%
Total Liabilities by Segment
Servicing$14,712.8$11,276.5$3,436.330%
Originations928.3517.5410.879
Corporate301.4318.0(16.6)(5)
$15,942.5$12,111.9$3,830.532%
Book value per share$56.26$52.29$3.978%

Total assets increased by $3.9 billion, or 31%, between December 31, 2023 and December 31, 2024 mostly due to a $3.1 billion increase in Loans held for investment following our acquisition of $2.9 billion reverse mortgage loans and capitalization of interest. Refer to Note 5 – Reverse Mortgages for additional information. In addition, Loans held for sale increased $612.9

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million driven by the acquisitions of reverse mortgage buyouts and the growth in our Originations pipeline. MSRs increased $194.0 million mostly attributed to $487.2 million MSR additions partially offset by $211.0 million sales and $85.7 million derecognition of MSRs sold to MAV. These increases were partially offset by a $101.6 million decline in servicing advances, mainly due to lower delinquencies in our non-Agency MSR portfolio, and $37.8 million decline in Investment in equity method investee as a result of the sale of our 15% ownership interest in MAV Canopy in November 2024.

Total liabilities increased by $3.8 billion, or 32%, as compared to December 31, 2023 largely due to factors described above. Our HMBS-related borrowings increased by $3.1 billion mostly due to the $2.9 billion acquisition of reverse mortgage assets and assumption of HMBS-related borrowings, and an increase in fair value attributable to interest. Mortgage loan financing facilities increased $817.6 million due to the higher loans held for sale balance at December 31, 2024, including the issuance of OLIT Notes in 2024 for reverse mortgage loan buyouts. In addition, MSR financing facilities increased $41.7 million with an increase in our MSR portfolio despite a lower utilization of available borrowing capacity at December 31, 2024. We issued $49.9 million preferred stock in 2024 that is presented as mezzanine equity. Partially offsetting these increases, Senior notes, net decreased $108.4 million due to our redemption of all of the outstanding 7.875% PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027, and issuance of new PHH Corporation 9.875% Senior Notes due November 2029. Advance match funded liabilities decreased $82.6 million consistent with the decline in servicing advances discussed above, and Other financing liabilities decreased $53.1 million primarily due to the derecognition of MSRs previously sold to MAV noted above and partially offset by additional ESS financing.

Total stockholders’ equity increased $41.1 million during 2024 mostly due to $33.9 million net income and $5.4 million compensation related to equity-classified awards. See Note 17 — Stockholders’ Equity for additional information.

Key Trends and Outlook

The following discussion provides information regarding certain key drivers of our financial performance and includes certain forward-looking statements that are based on the current beliefs and expectations of Onity’s management and are subject to significant risks and uncertainties. Refer to Forward-Looking Statements beginning on page 2 and the Risk Factors section beginning on page 16, for discussion of certain of those risks and uncertainties and other factors that could cause Onity’s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results will be in line with the outlook information set forth below, and Onity does not undertake to update any forward-looking statements. Refer to the Segment results of operations section for further detail, the description of our business environment, initiatives and risks.

Servicing and subservicing fee revenue - Our servicing fee revenue is a function of the volume being serviced - UPB for servicing fees and loan count for subservicing fees. We expect we will continue to grow our servicing and subservicing portfolio through our multi-channel Originations platform, MSR bulk acquisitions and subservicing additions. We expect ancillary float income to trend with short-term interest rates also considering changes in average float balances due to seasonality and portfolio growth.

Gain on sale of loans held for sale - Our gain on sale is driven by both Originations volume and margin, and is channel-sensitive. The updated industry forecasts (MBA and Fannie Mae) suggest a 15% increase in loan origination in 2025 as compared to 2023 with approximately 50 basis point lower 30-year fixed mortgage interest rates in the second half of 2025. We anticipate growth in our Consumer Direct channel considering our increased recapture capabilities. We expect to continue to prudently grow our Correspondent volume at margins that are accretive to the business as part of our MSR replenishment and growth strategy after the opportunistic MSR bulk sales in 2024. We expect continued competitive pressure on margins across all channels. We expect some further volatility of gain (loss) on sale on loans held for sale related to reverse mortgage buyouts (mostly inactive loans) due to the increased size of the portfolio.

Gain on reverse loans held for investment and HMBS-related borrowings, net - The reverse mortgage origination gain is driven by the same factors as gain on sale of loans held for sale, with smaller volumes in the reverse mortgage market and generally larger margins. With our experience and brand in the marketplace, we expect to continue to maintain or prudently grow our portfolio albeit with some channel mix changes. We expect continued uncertain market interest rate and spread conditions. The fair value of the net reverse servicing asset is expected to continue to follow market conditions, with fair value gains or losses generally associated with declining or increasing interest rates and spread, respectively, and is part of our forward MSR hedging strategy. On November 1, 2024, we completed the acquisition of $2.9 billion UPB of HECM loans along with HMBS-related borrowings and other assets from MAM that we subserviced. We expect higher net interest income (reported as fair value changes) due to higher UPB and increased volatility in fair value changes that we expect would largely be offset with our MSR hedging strategy. Refer to Item 7.A. Quantitative and Qualitative Disclosures About Market Risk for further detail on our hedge strategy.

MSR valuation adjustments, net - Our net MSR fair value changes include multiple components. First, amortization of our investment is a function of the UPB, capitalized value of the MSR relative to the UPB, and prepayments. We expect the MSR realization of expected cash flows to generally follow the growth or size of our MSR portfolio net of ESS financing liabilities and pledged MSR liabilities with our MSR capital partners. Second, MSR fair value changes are driven by changes in interest

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rates and assumptions, such as forecasted prepayments. Third, the MSR fair value changes due to changes in interest rates are partially offset by derivative fair value changes that economically hedge the MSR portfolio to the extent of our hedge coverage ratio and hedge performance. Refer to the sensitivity analysis in Item 7A.Quantitative and Qualitative Disclosures About Market Risk for further detail.

Operating expenses - Compensation and benefits are a significant component of our cost-to-service and cost-to-originate and is directly correlated to headcount levels. Headcount in Servicing is primarily driven by the number of loans or UPB being serviced and subserviced, and by the relative mix of performing, delinquent and defaulted loans. As servicing volume is expected to modestly increase (see above), we expect a stable workforce with productivity gains. We expect our Originations headcount and operating expenses to align with the expected growth in volume. Our operating expenses are expected to correlate with volumes, with some productivity and efficiencies expected through our technology and continuous improvement initiatives.

Net interest expense - Interest expense varies based on changes in average debt balance and changes in short-term interest rates on our variable rate debt. The average balance of collateralized financing facilities trends with the balance of the underlying assets discussed above (including MSR, advances and loans). Interest expense on our warehouse loan facilities is expected to be largely offset by interest income on our Originations pipeline loans. We also expect interest expense on our corporate debt to decline as a result of the corporate debt refinancing transactions in the fourth quarter of 2024.

Stockholders’ equity - With the above considerations, we expect our businesses to continue to generate net income and increase our equity in 2025, absent any significant adverse change in interest rates, hedge performance or other factors. While our profitability was negatively affected by our refinancing transactions in the fourth quarter of 2024, partly offset by the gain on MAV sale, we expect our profitability in 2025 to be favorably impacted by such refinancing transactions, with an overall lower interest expense on our corporate debt after consideration of preferred stock dividends.

SEGMENT RESULTS OF OPERATIONS

We report our activities in three segments, Servicing, Originations and Corporate that reflect other business activities that are currently individually insignificant. Our business segments reflect the internal reporting that we use to evaluate operating and financial performance and to assess the allocation of our resources.

Servicing

This segment is primarily comprised of our mortgage servicing and subservicing business. We earn servicing and subservicing fees, including ancillary income, and incur cost to service the loans which varies depending on delinquency status. We are exposed to MSR valuation adjustments and advancing obligations when we own the MSR. Our servicing portfolio includes conventional, government-insured and non-Agency mortgage loans, including reverse mortgage loans classified as loans held for investment on our balance sheet. As of December 31, 2024, we serviced 1.4 million mortgage loans with an aggregate UPB of $301.7 billion.

The Servicing segment includes CR Limited (CRL), our wholly-owned captive reinsurance subsidiary, which provides re-insurance related to direct physical loss coverage on foreclosed real estate properties owned or serviced by us. CRL assumes a 90% (60% through January 2024) quota share of insurance coverage written by a third-party insurer issued to PHH.

Concentration

Rithm is one of our largest subservicing clients. Servicing and subservicing fees from Rithm amounted to $96.5 million, or 16% of total servicing and subservicing fees (excluding ancillary income) in 2024, and the related remittances to Rithm presented as Pledged MSR liability expense amounted to $36.1 million. Rithm accounted for $41.2 billion or 14% and 24% of the total serviced UPB and loan count, respectively, of our servicing and subservicing portfolio as of December 31, 2024, and 63% of all delinquent loans that Onity serviced, for which the cost to service and the associated risks are higher. Consistent with a subservicing relationship, Rithm is responsible for funding the advances we service on its behalf. The servicing agreements automatically renew annually unless notice of termination is provided. Refer to Note 8 — Other Financing Liabilities, at Fair Value.

Loan Resolutions

We have a strong track record of success as a leader in the servicing industry in foreclosure prevention and loss mitigation that helps homeowners stay in their homes and improves financial outcomes for mortgage loan investors. Reducing delinquencies also enables us to recover advances and recognize additional ancillary income such as late fees, which we do not recognize on delinquent loans until they are brought current. Loan resolution activities address the pipeline of delinquent loans and generally lead to (i) modification of the loan terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan (e.g., a “short sale”), or (iv) foreclosure or deed-in-lieu-of-foreclosure and sale of the resulting REO. To select an appropriate loan modification option for a borrower in accordance with the applicable servicing agreement, we perform a structured analysis, using a proprietary model, of all options using information provided by the borrower as well as external data,

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including recent broker price opinions to value the mortgaged property. Our proprietary model includes, among other things, an assessment of re-default risk.

Advance Obligation

As a servicer, we are generally obligated to advance funds in the event borrowers are delinquent on their monthly mortgage related payments. We advance principal and interest (P&I Advances), taxes and insurance (T&I Advances) and legal fees, property valuation fees, property inspection fees, maintenance costs and preservation costs on properties that have been foreclosed (Corporate Advances). For certain loans in non-Agency securitization trusts, we have the ability to cease making P&I advances and immediately recover advances previously made from the general collections of the respective trust if we determine that our P&I advances cannot be recovered from the projected future cash flows. With T&I and Corporate advances, we continue to advance if net future cash flows exceed projected future advances without regard to advances already made.

Most of our advances have the highest reimbursement priority (i.e., they are “top of the waterfall”), so we are entitled to repayment from respective loan or REO liquidation proceeds before any interest or principal is paid on the bonds that were issued by the trust. In the majority of cases, advances in excess of respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. The costs incurred in meeting these obligations consist principally of the interest expense incurred in financing the servicing advances. Most subservicing agreements, including our agreements with Rithm and MAV, provide for prompt reimbursement of any advances from the owner of the servicing rights. Refer to Note 26 — Commitments to the Consolidated Financial Statements for further description of servicer advance obligations.

MSR Valuation Adjustments

The financial performance of our Servicing segment is impacted by the changes in fair value of the MSR portfolio due to changes in market interest rates, among other factors. Our MSR hedging policy is designed to reduce the expected volatility of the MSR portfolio fair value due to market interest rates commensurate with the target hedge coverage ratio determined by our Market Risk Committee. Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy.

Significant Variables

The following factors could significantly impact the results of our Servicing segment from period to period.

Aggregate UPB and Loan Count. Servicing fees are generally earned as a percentage of UPB and subservicing fees are earned on a per-loan basis or as a percentage of UPB. As a result, the change in aggregate UPB and loan count for which we have servicing rights or subservice will directly impact our revenue contributed by our Servicing segment. Aggregate UPB and loan count decline over time as a result of portfolio run-off or sales and increase to the extent we retain MSRs from new originations or engage in MSR acquisitions.

Cost to Service and Operating Efficiency. The financial performance of our Servicing segment is heavily dependent on our ability to scale our operations to cost-effectively and efficiently perform servicing activities in accordance with our servicing agreements.

Delinquencies. Delinquencies impact our financial results and operating cash flows for our Servicing segment. Non-performing loans are more expensive to service because the loss mitigation activities that we must undertake to keep borrowers in their homes or to foreclose, if necessary, are costlier than the activities required to service a performing loan. These loss mitigation activities include increased contact with the borrower for collection and the development of forbearance plans or loan modifications by highly skilled associates who command higher compensation as well as the higher compliance costs associated with these, and similar activities. In addition, when borrowers are delinquent, the amount of funds that we are required to advance to the investors increases. We utilize servicing advance financing facilities (match funded liabilities) to finance a portion of our advances. As a result, increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a significant impact on our Servicing segment. Items reducing UPB include scheduled and unscheduled principal payments (runoff), refinancing, loan modifications involving forgiveness of principal, voluntary property sales and involuntary property sales such as foreclosures. Prepayment speed impacts future servicing fees, runoff and valuation of MSRs, float earnings on float balances and interest expense on advances. Increases in anticipated lifetime prepayment speeds generally cause MSR valuation adjustments to increase because MSRs are valued based on total expected servicing income over the life of a portfolio. The converse is true when expectations for prepayment speeds decrease. Prepayments do not vary linearly with interest rates resulting in the convexity of the MSR, i.e., the interest rate sensitivity of the MSR changes when interest rates change. Specifically, as interest rates further increase, the lower the fair value of the MSR increases.

Interest rates. In addition to the impact of interest rate changes on prepayment speeds, the fair value of the MSR and associated hedging activities, float earnings on float balances, and the funding cost of servicing advances and MSR financing facilities are directly impacted by interest rate changes.

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Reverse Mortgages

Our reverse business activities include both the subservicing of reverse mortgage loans on behalf of investors and the servicing of our owned portfolio. Owned portfolio loans are insured by the FHA, which provides protection against risk of borrower default, and are securitized through the Ginnie Mae program.

Our servicing activities of reverse loans are generally consistent with forward mortgage loan servicing as described above, with the following additional functions: the funding of borrower advances or draws under their approved borrowing capacity and the repurchase of loans upon reaching a limit:

a.Borrower draw funding obligation - Under the terms of ARM-based HECM loan agreements, the borrowers have additional borrowing capacity. Borrower draws or tails are funded by the servicer and are securitized. We do not incur any substantive underwriting, marketing or compensation costs in connection with any future draws, although we must maintain sufficient capital resources and available borrowing capacity to ensure that we are able to fund these future draws prior to securitization with Ginnie Mae (generally less than 30 days).

b.Loan repurchase obligation - As an HMBS issuer, we are required to purchase loans out of the Ginnie Mae securitization pools once they reach 98% of the maximum claim amount (MCA buyouts). Active buyouts are assigned to HUD and payment is received from HUD through a claims process, generally within 30 days. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount; we bear the risk of exposure if the outstanding balance on a loan exceeds the maximum claim amount. Inactive buyouts (loans that are in default for one of the following reasons - title conveyances or the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments) are generally liquidated through foreclosure and subsequent sale of REO. State specific foreclosure and REO liquidation timelines have a significant impact on the timing and amount of our recovery. If we are unable to sell the property securing the inactive reverse loan for an acceptable price within the timeframe established by HUD (six months), we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remains with us; we may incur additional losses on REO properties as they progress through the liquidation processes related to delayed timelines due to market conditions, sales commissions, property preservation costs or property tax and insurance advances. The significance of future losses associated with appraisal-based claims is dependent upon the volume of inactive loans, condition of foreclosed properties and the general real estate market.

The Gain on reverse loans held for investment and HMBS-related borrowings, net reported within the Servicing segment includes the net fair value changes of securitized reverse mortgage loans held for investment and HMBS-related borrowings, that comprise the following:

•contractual interest income earned on securitized reverse mortgage loans, or HECM loans, net of interest expense on HMBS-related borrowings, that is, on a net basis, the servicing fee we are contractually entitled to and collect on a monthly basis under the Ginnie Mae MBS Guide regarding servicing HMBS; and

•other fair value changes of the net balance of securitized loans held for investment and HMBS-related borrowings, that effectively represents servicing and tails. Tails are participations in previously securitized HECM loans and are created by additions to principal for borrower draws on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and mortgage insurance premiums.

The fair value of our Ginnie Mae securitized HECM loan portfolio, net of HMBS-related Borrowings generally decreases as market interest rates rise and increases as market rates fall. The exposure is managed as part of our MSR hedging strategy (see Item 7A - Quantitative and qualitative disclosures about market risk, Loans Held for Investment and HMBS-related Borrowings and the associated interest rate sensitivity disclosure).

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net strictly reflects the financial performance of owned loans/servicing and excludes any subservicing activity. The financial performance associated with the subservicing of reverse mortgage loans on behalf of investors is primarily reflected within Servicing and subservicing fees, net.

Since 2023, we have opportunistically acquired reverse mortgage assets from financial institutions, including active and inactive reverse mortgage loan buyouts, advances, HUD claim receivables and real estate properties. We finance our asset acquisitions along with the buyouts of our own portfolio through on-balance sheet private placement securitizations (referred to as OLIT). The financial performance of such reverse asset management is reported within the Servicing segment, largely within Gains (losses) on loans held for sale, that are driven by multiple factors, including liquidation timeline and changes in market interest rates.

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Operating Metrics

The following table provides selected operating statistics for our Servicing segment:

Selected Operating Statistics% Change
2024202320222024 vs 20232023 vs 2022
Assets Serviced at December 31
Unpaid principal balance (UPB) in billions:
Performing loans (1)$289.7$276.5$276.25%%
Non-performing loans11.511.412.91(12)
Non-performing real estate0.40.50.7(10)(28)
Total$301.7$288.4$289.85
Non-performing to total %4.0%4.1%4.7%(4)(12)
Conventional loans$198.0$187.4$186.26%1%
Government-insured loans38.533.332.6152
Non-Agency loans65.167.671.0(4)(5)
Total$301.7$288.4$289.85
Conventional loans to total %65.6%65.0%64.2%11
Servicing portfolio (2)$142.7$131.4$134.59%(2)%
Subservicing portfolio
Subservicing - forward53.127.331.895(14)
Subservicing - commercial4.53.52.92721
Subservicing - reverse9.117.123.2(47)(26)
Total subservicing66.747.958.039(17)
MAV (3) (4)41.255.948.2(26)16
Rithm (4) (5)41.245.049.1(8)(8)
Other MSR capital partners (4)9.98.220n/m
Total$301.7$288.4$289.85
MSR weighted average note rate (6)4.2%3.9%3.5%912
Prepayment speed (CPR)
Voluntary CPR5.0%4.1%7.6%22%(47)%
Involuntary CPR0.30.30.4(3)(20)
Total CPR (7)8.57.611.212(32)
Number of completed modifications (in thousands)17.714.616.821%(13)%
n/m: not meaningful

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.

(2)Includes HECM reverse mortgage loans held for investment with a UPB of $10.7 billion that are recognized in our consolidated balance sheet at December 31, 2024.

(3)Includes $19.7 billion UPB subserviced and $21.5 billion UPB of MSRs sold to MAV that did not achieve sale accounting treatment.

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(4)Loans serviced pursuant to our sale or transfer agreements with MAV, Rithm and others for which sale accounting is not achieved, and loans subserviced.

(5)Includes $32.1 billion UPB of subserviced loans on behalf of Rithm at December 31, 2024.

(6)Related to our owned MSR forward servicing portfolio.

(7)Total CPR includes voluntary and involuntary prepayments, as shown in the table, plus scheduled principal amortization.

The following table provides selected operating statistics related to our owned reverse mortgage loans held for investment reported within our Servicing segment:

% Change
2024202320222024 vs 20232023 vs 2022
Reverse Mortgage Loans at December 31
Unpaid principal balance (UPB):
Loans held for investment (1)$10,618.8$7,605.5$7,199.640%6%
Active Buyouts (2)158.868.473.0132(6)
Inactive Buyouts (2)525.3198.1121.416563
Total$11,302.8$7,872.1$7,394.0446
Future draw commitments (UPB):3,077.71,782.01,756.6731
Fair value:
Loans held for investment (1)$10,950.8$7,868.5$7,392.6396
HMBS related borrowings10,872.17,797.37,326.8396
Net asset value$78.6$71.2$65.8108
Net asset value to UPB0.74%0.94%0.91%

(1)Excludes unsecuritized loans reported within the Originations segment.

(2)Buyouts are reported as Loans held for sale, Receivables or REO depending on loan and foreclosure status.

The following table provides a breakdown of our servicer advances, net of allowance for losses:

Advances by investor type
December 31, 2024Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$1.3$87.3$5.4$94.0
Government-insured1.747.021.870.6
Non-Agency146.8179.886.0412.6
Total, net$149.8$314.2$113.2$577.2
December 31, 2023Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$3.5$91.2$6.2$100.8
Government-insured3.337.719.360.2
Non-Agency205.5214.397.9517.7
Total, net$212.2$343.2$123.3$678.8

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The following table provides the rollforward of activity of our portfolio of mortgage loans serviced which includes MSRs, whole loans and subserviced loans, both forward and reverse:

Amount of UPB ($ in billions)Count (000’s)
202420232022202420232022
Portfolio at January 1$288.4$289.8$268.01,344.51,378.81,353.3
Additions (1) (2) (3)85.350.785.3319.6164.2292.2
MSR Sales(14.8)(11.2)(54.6)(0.3)(0.3)
Servicing transfers (1) (3)(25.3)(23.3)(18.0)(91.1)(80.1)(114.3)
Runoff(32.0)(28.7)(34.3)(123.3)(118.1)(152.1)
Portfolio at December 31$301.7$288.4$289.81,395.11,344.51,378.8

(1)Includes the volume of UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans may be boarded and deboarded within the same quarter.

(2)Additions include purchased MSRs on portfolios with a UPB of $5.5 billion that have not yet transferred to the PHH servicing system as of December 31, 2024. Because we have legal title to the MSRs, the UPB and count of the loans are included in our reported servicing portfolio. The seller continues to subservice the loans on an interim basis between the transaction closing date and the servicing transfer date.

(3)Includes MSRs acquired from an unrelated third party in the third quarter of 2024 with a UPB of $0.9 billion for which PHH was previously performing the subservicing.

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Financial Performance

The following table presents selected results of operations of our Servicing segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Revenue
Servicing and subservicing fees$830.5$945.2$860.5(12)%10%
Gain (loss) on loans held for sale, net1.410.3(15.1)(87)(168)
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net16.523.5(25.1)(30)(194)
Other revenue, net18.215.58.31788
Total revenue866.7994.6828.5(13)20
MSR valuation adjustments, net(109.7)(243.9)(36.0)(55)577
Operating expenses
Compensation and benefits100.6107.2126.2(6)(15)
Servicing expense42.853.553.1(20)1
Occupancy, equipment and mailing27.328.131.2(3)(10)
Professional services28.035.126.6(20)32
Technology and communications24.724.624.7
Corporate overhead allocations45.845.546.21(2)
Other expenses3.77.87.6(52)2
Total operating expenses273.0301.7315.6(10)(4)
Other income (expense)
Interest income32.921.712.95168
Interest expense(184.4)(173.3)(114.8)651
Pledged MSR liability expense(175.6)(296.4)(255.0)(41)16
Loss on debt redemption(0.1)n/mn/m
Earnings of equity method investee22.97.318.5214(61)
Other, net(6.8)1.7(10.8)(504)(116)
Other income (expense), net(311.2)(439.0)(349.2)(29)26
Income before income taxes$172.8$9.9$127.7n/m(92)%

Servicing and Subservicing Fees

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Loan servicing and subservicing fees:
Servicing and subservicing fees$618.6$736.0$738.5(16)%%
Ancillary income211.9209.1122.0171
Total$830.5$945.2$860.5(12)%10%

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The following table and discussion present the drivers of servicing and subservicing fees.

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Servicing fees
Average servicing UPB (1) (6)$167.4$203.0$201.7(18)%1%
Average servicing fee (2)0.300.320.33(7)%(1)%
Servicing fees (3)$503.4$656.6$660.3(23)%(1)%
Subservicing fees
Average number of subserviced loans (4) (7)587.9294.1273.1100%8%
Average monthly fee per loan (5)$16$23$24(27)%(6)%
Subservicing fees (3)$115.2$79.4$78.145%2%
Servicing and subservicing fees (excluding Ancillary income)$618.6$736.0$738.5(16)%%

(1) In $ billions, (2) In % of UPB, annualized, (3) In $ millions, (4) In thousands, (5) In dollars.

(6) Includes $34.9 billion and $38.7 billion average UPB of MSRs in the 2023 and 2022, previously sold to Rithm for which the sale accounting criteria were met effective December 31, 2023.

(7) Includes an average 258 thousand loans subserviced under Rithm agreements in the 2024, of MSRs previously sold to Rithm for which the sale accounting criteria were met effective December 31, 2023.

Servicing and subservicing fees (excluding ancillary income) for 2024 decreased $117.5 million, with a $153.3 million decrease in servicing fees and a $35.8 million increase in subservicing fees.

These variances are largely due to the effects of our accounting derecognition of MSRs previously sold to Rithm for which the sale accounting criteria were not met until December 31, 2023 ($124.9 million servicing fees remitted to Rithm recognized in 2023). Effective January 1, 2024, as PHH continues to subservice the portfolio, the statement of operations reflects subservicing fee revenue as opposed to the previous gross presentation of servicing fee revenue (collections) and separate offsetting presentation of servicing fee remittances within Pledged MSR liability expense (see further discussion below). These required accounting presentation changes do not affect the amount of net fee retained by Onity in connection with the Rithm servicing agreements (Loan servicing and subservicing fees less Pledged MSR liability expense).

The $153.3 million decrease in servicing fees is primarily attributed to $175.5 million servicing fees collected on behalf of Rithm as discussed above. In addition, servicing fees on our GSE servicing portfolio declined mostly due to MSR sales. These decreases were partially offset by the growth in Ginnie Mae servicing UPB, the growth in servicing UPB of other MSR capital partners, and $10.5 million higher collection of previously deferred non-Agency servicing fees.

The $35.8 million increase in subservicing fees is largely driven by $45.6 million subservicing fees on Rithm agreements due to the effects of our derecognition of MSRs previously sold to Rithm as discussed above. In addition, subservicing fees increased due to a 149% increase in the forward subservicing portfolio. These increases were partially offset by $17.4 million lower subservicing fees on a 38% lower reverse mortgage subservicing portfolio due to runoff and our acquisition of reverse mortgage loans from MAM in November 2024 that we previously subserviced.

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The following table presents the detail of our ancillary income:

Ancillary IncomeYears Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Custodial accounts (float earnings)$129.3$110.7$26.217323
Late charges34.338.341.0(10)%(7)%
Reverse subservicing ancillary fees22.333.520.4(33)64
Other25.926.734.4(3)(23)
Ancillary income$211.9$209.1$122.01%71%

Ancillary income for 2024 increased by $2.8 million, or 1% as compared to 2023 largely driven by an $18.6 million increase in float earnings mostly due to higher average float balance, partially offset by an $11.2 million decline in reverse subservicing ancillary fees driven by portfolio runoff and acquisition of previously-subserviced client portfolio. The $3.9 million decline in late charges is driven by the Rithm portfolio derecognition partially offset by an increase in payoff volume.

Gain (Loss) on Loans Held for Sale, Net

We recognized a $1.4 million gain on loans held for sale, net for 2024, as compared to the $10.3 million gain recognized in 2023. The $8.9 million decline is largely driven by $15.7 million revaluation gains recorded in 2023 on reverse mortgage buyouts opportunistically acquired at a discount and securitized, and lower redelivery losses in 2024 on Ginnie Mae forward loan repurchases and modifications.

Gain (Loss) on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net reported in the Servicing segment is the net change in fair value of securitized loans held for investment and HMBS-related borrowings. It excludes reverse subservicing that is reflected in Servicing and subservicing fees.

The following table presents the components of the net fair value change and is comprised of net interest income and other fair value gains or losses. Net interest income is primarily driven by the volume of securitized UPB as it is the interest income earned on the securitized loans offset against interest expense incurred on the HMBS-related borrowings, and represents a key component of our compensation for servicing the portfolio, which is generally a fixed percentage of the outstanding UPB. Other fair value changes are primarily driven by changes in market-based inputs or assumptions. Lower interest rates generally result in favorable net fair value impacts on our HECM reverse mortgage loans and the related HMBS financing liability and higher interest rates generally result in unfavorable net fair value impacts. The fair value changes of the net asset value between securitized HECM loans and HMBS (referred to as our reverse MSR) attributable to interest rate changes are effectively used as a hedge of our forward MSR portfolio. See further description of our hedging strategy and its effectiveness in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Net interest income (servicing fee)$26.2$23.621.9117%
Other change in fair value of securitized loans held for investment and HMBS-related borrowings, net(9.7)(0.1)(47.1)n/m(100)%
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net (Servicing)$16.5$23.5$(25.1)(30)%(194)%

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net for 2024 declined $6.9 million as compared to 2023, mostly driven by an unfavorable increase in market interest rates, partially offset by yield spread tightening. While not the only benchmark for the reverse mortgage exposure, the 10-year Treasury rate increased 70 basis points in 2024 resulting in a $9.7 million other fair value loss. Interest rates and yield spreads remain relatively flat during 2023 resulting in a $0.1 million other fair value loss recorded in 2023. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach the 98% maximum claim amount liquidation event more quickly, shortening the life of the servicing net asset. Other change in fair value is partially hedged with our forward MSR hedge strategy. Net interest income, which effectively represents the servicing fee that we collect through monthly securitization, increased $2.7 million in 2024 as compared with 2023, mostly due to the growth of the loan portfolio, including our acquisition of reverse mortgage loans from MAM in November 2024 that we previously subserviced.

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MSR Valuation Adjustments, Net

Refer to the discussion above within Overview -Results of Operations and Financial Condition-MSR Valuation Adjustments, Net.

The following table summarizes the impact of our MSR interest rate hedging strategy on Servicing segment results along with the impact of fair value changes due to assumption updates. Refer to MSR Hedging Strategy section of Item 3. Quantitative and Qualitative Disclosures about Market Risks for further detail. Net MSR portfolio exposure gains (losses) comprise the fair value changes of the MSR portfolio attributable to rates and assumption changes, the MSR hedging derivative gains and losses, and other fair value changes of the HECM loans and HMBS-related borrowings used as a hedge for risk management purposes.

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
MSR fair value gains (losses) due to rate and assumption changes (1) - Servicing (2)159.7(67.2)251.1(338)%(127)%
MSR hedging derivative fair value gain (loss) (1)(112.9)(33.1)(122.6)241(73)
Other change in fair value of securitized loans held for investment and HMBS-related borrowings, net (3)(9.7)(0.1)(47.1)n/m(100)
Net MSR portfolio exposure gains (losses)$37.2(100.4)81.5(137)%(223)%

(1)See MSR valuation adjustments, net within the Overview section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(2)Excludes MSR valuations adjustments, net reported within the Originations Segment.

(3)See “Other change in fair value of securitized loans held for investment and HMBS-related borrowings, net” in above table.

The favorable change of Net MSR portfolio exposure gains for 2024 compared to losses for 2023 is mainly driven by assumption updates that reflect actual market trade pricing levels in the respective years, our adoption of a 95-105% interest rate hedge coverage ratio in December 2023 (revised to 90-110% in April 2024), and respective changes in interest rates.

Compensation and Benefits

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Compensation and benefits$100.6$107.2$126.2(6)%(15)%
Average Employment - Servicing3,1333,4143,645(8)%(6)

Compensation and benefits expense for 2024 declined $6.6 million, or 6%, as compared to 2023 largely driven by an 8% headcount reduction resulting in a $5.8 million decrease in salaries and benefits. The decrease in average headcount, with a 14% decrease in the U.S., was mostly attributed to the integration of reverse servicing and the runoff of our reverse subservicing portfolio, also reflecting our goal to improve efficiencies and create an industry leading cost structure. Declines in severance expense and commissions were mostly offset by an increase in annual cash awards expense due to our improved financial performance in 2024.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on government-insured loans, provision expense for advances and servicing representation and warranties, and certain loan-volume related expenses. Servicing expense for 2024 was $10.7 million lower as compared to 2023 primarily attributed to $6.8 million lower claim loss on Ginnie Mae loan repurchases, driven by lower new repurchase volume and severity, and a $6.0 million favorable change in provision for indemnification obligations mostly driven by recoveries and favorable resolutions in 2024. These declines in servicing expense were partially offset by $2.7 million higher CRL insurance loss expense following the higher quota share on reinsurance premiums assumed, among other offsetting factors.

Other Operating Expenses

Other operating expenses (total operating expenses less Compensation and benefit expense and Servicing expense) for 2024 decreased by $11.4 million as compared to 2023. Professional services expense declined $7.1 million mostly due to reimbursements received in 2024 related to prior year legal expenses and payments received following resolution of legacy litigation matters, partially offset by higher legal expenses in 2024, and a reduction in costs in our reverse subservicing

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businesses. Other expenses declined mostly driven by lower amortization expense related to intangible assets and discount on servicing advances.

Other Income (Expense)

Other income (expense) primarily includes net interest expense and pledged MSR liability expense.

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Interest Expense
Advance match funded liabilities$37.3$41.4$19.8(10)%110%
Mortgage loan financing facilities40.921.99.587129
MSR financing facilities72.470.647.0350
Corporate debt interest expense allocation26.530.231.0(12)(2)
Escrow7.49.37.5(20)24
Total interest expense$184.4$173.3$114.86%51%
Average balances
Advance match funded liabilities$391.1$427.7$461.1(9)%(7)%
Mortgage loan financing facilities404.5254.7227.25912
MSR financing facilities875.9884.6942.6(1)(6)
Total asset-backed financing$1,671.6$1,567.0$1,630.97%(4)%
Effective average interest rate
Advance match funded liabilities9.54%9.68%4.29%(1)%125%
Mortgage loan financing facilities10.108.594.1818106
MSR financing facilities8.267.984.99460
Average 1 month Term SOFR5.11%5.07%1.85%1%174%

Interest expense for 2024 increased by $11.1 million, or 6%, compared to 2023, driven by a $19.0 million increase in interest expense on mortgage loan financing facilities attributed to the OLIT securitization of acquired reverse mortgage buyouts. The increase was partially offset by a $4.1 million decrease in interest expense on advance match funded facilities, mostly driven by the decline in average borrowings for servicing advances due to our advance collection efforts, and $3.7 million decrease in corporate debt interest allocation mostly due to lower financing needs.

Interest income for 2024 increased $11.2 million, or 51%, compared to 2023 primarily due to the reverse mortgage buyouts acquired in the first and third quarters of 2024 and the second quarter of 2023.

Pledged MSR liability expense includes the servicing fee remittance related to the MSR sales or transfers that do not meet sale accounting criteria and are presented on a gross basis in our consolidated financial statements, together with the servicing spread remittance associated with our ESS financing liability at fair value. See Note 8 — Other Financing Liabilities, at Fair Value to the Consolidated Financial Statements.

The following table provides the components of Pledged MSR liability expense:

Years Ended December 31,
202420232022
Servicing fees collected on behalf of third parties$139.1$308.9$322.5
Less: Subservicing fee retained(26.6)(77.6)(82.8)
Ancillary fee/income and other settlement (including expense reimbursement)11.313.76.1
Net servicing fee remittance (1)123.8244.9245.9
ESS servicing spread remittance51.851.59.1
Pledged MSR liability expense$175.6$296.4$255.0

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(1)For MSR transfers that do not meet sale accounting criteria. See Note 8 — Other Financing Liabilities, at Fair Value to the Consolidated Financial Statements.

Pledged MSR liability expense for 2024 decreased $120.8 million as compared to 2023, largely due to the accounting derecognition of MSRs previously sold to Rithm for which sale accounting criteria were met effective December 31, 2023 ($33.4 billion UPB), partially offset by the increase in the portfolio of MSRs sold to MSR capital partners. As discussed above, effective January 1, 2024, as PHH continues to subservice the portfolio, our statement of operations reflects subservicing fee revenue as opposed to the previous gross presentation of servicing fee revenue (collections) and separate offsetting presentation of servicing fee remittances within Pledged MSR liability expense.

Rithm represented the largest portfolio of MSRs transferred, failing sale accounting, and the largest component of Pledged MSR liability expense through 2023. In 2024, Servicing fee and Pledged MSR liability expense continue to be presented on a gross basis for those MSRs sold to Rithm for which title has not transferred, also referred to as Right to MSR ($9.1 billion UPB at December 31, 2024). The following table presents a subset of the above table related to Rithm, specifically the subservicing fees retained by Onity together with the associated serviced UPB on behalf of Rithm. The retained subservicing fee percentage of UPB for Rithm (0.16%) reflects the nature of the portfolio and delinquencies (22% delinquent more than 30 days as of December 31, 2024).

Rithm Servicing and Subservicing FeesYears Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Servicing fees collected on behalf of Rithm$50.9$230.2$255.0(78)%(10)%
Less: Subservicing fee retained (3)(14.8)(67.1)(74.0)(78)(9)%
Pledged MSR liability expense (Net servicing fees remitted to Rithm) (1) (2)$36.1$163.1$181.0(78)%(10)%
Average Rithm UPB ($ in billions)$9.5$47.0$52.0(80)%(10)%
Average annualized retained subservicing fees as a % of Rithm UPB0.16%0.14%0.14%9%%

(1)Reported within Pledged MSR liability expense.

(2)Excludes ancillary income.

(3)Net subservicing compensation of Onity retained and contractually agreed upon with Rithm.

Earnings of equity method investee, namely MAV Canopy, for 2024 increased $15.6 million as compared to 2023, mostly attributable to the $13.7 million gain, net of transaction costs, we recognized on the sale of our 15% ownership interest in November 2024.

Other, net is mostly driven by early payoff protection expense in 2024 in connection with our MSR sale transactions.

Originations

We originate and purchase loans and MSRs through multiple channels. Loans generally conform to the underwriting standards of Fannie Mae or Freddie Mac (GSEs) or are government-insured (FHA, VA or USDA). We generally sell the loans in the secondary mortgage market through GSE and Ginnie Mae mortgage securitizations on a servicing retained basis. The Originations business generates a gain on sale of loans, which represents the difference between the origination or purchase value and the sale or securitization value of the loans, along with fee revenue.

We conduct our Originations business through the following five channels:

1- Consumer Direct

Our Consumer Direct channel for forward mortgage loans focuses on targeting existing servicing customers by offering them competitive mortgage refinance opportunities, where permitted by the governing servicing and pooling agreement. A portion of our servicing portfolio is susceptible to refinance activity during periods of declining interest rates. Origination recapture volume and related gains are a natural economic hedge, to a certain degree, to the impact of declining MSR values as interest rates decline. In addition to rate and term refinance activities, our Consumer Direct channel targets purchase mortgage loans, cash-out, debt consolidation, mortgage insurance premium reduction, and new customer acquisition.

2- Correspondent Lending

Our correspondent lending channel drives the replenishment and growth of our MSR portfolio. We purchase closed loans that have been underwritten to investor guidelines from our network of correspondent sellers and sell and securitize them, on a servicing retained basis. We offer correspondent sellers the choice to take out mandatory or “best-efforts” contracts, under

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which the seller's obligation to deliver the mortgage loan becomes mandatory only when and if the mortgage is closed and funded. Additionally, we offer correspondent sellers the opportunity to leverage a non-delegated underwriting option for best-efforts deliveries. We provide customary origination representations and warranties to investors in connection with our loan sales and securitization activities. We receive customary origination representations and warranties from our network of approved correspondent lenders. As of December 31, 2024, we have relationships with 716 approved correspondent sellers, or 4 net new sellers since December 31, 2023.

3- Reverse Originations

We originate and purchase reverse mortgage loans through our retail, wholesale and correspondent lending channels, under the guidelines of the HECM reverse mortgage insurance program of the FHA. Loans originated under this program are generally insured by the FHA, which provides protection against risk of borrower default. As the securitizations of reverse mortgage loans do not achieve sale accounting treatment and the loans remain reported as Loans held for investment, at fair value together with the securitization HMBS-related borrowings, revenue mostly include the fair value changes of the loan from lock date to securitization date that are reported in Gain on reverse loans held for investment and HMBS-related borrowings, net.

4- Co-Issue Programs

We purchase MSRs through flow purchase agreements, the Agency Cash Window co-issue programs and bulk MSR purchases. The Agency Cash Window programs we participate in, and purchase MSR from, allow mortgage companies and financial institutions to sell whole loans servicing released to the respective agency and sell the MSR to the winning bidder. In addition, we partner with other originators to replenish our MSRs through flow purchase agreements. As of December 31, 2024, we have relationships with 496 approved sellers through the Agency Cash Window co-issue programs, or 216 net new sellers since December 31, 2023. We initially recognize our MSR originations and purchases with the associated economics in our Originations segment, and transfer the MSR to our Servicing segment once the MSR is initially recognized on our balance sheet with all subsequent performance associated with the MSR, including funding cost, run-off and other fair value changes reflected in our Servicing segment.

5- Subservicing Growth

We source additional servicing volume through our subservicing and interim servicing agreements, through our existing relationships and our enterprise sales initiatives. We do not report any revenue or gain associated with subservicing within the Originations segment as the impact is captured in the Servicing segment. However, sales efforts and certain costs - marginal compensation and benefits - are managed and reported within the Originations segment.

Significant Variables

The following factors could significantly impact the results of our Originations segment from period to period.

Mortgage Rates. Changes in mortgage rates, primarily the 30-year fixed rate mortgage, directly impact the demand for both purchase and refinance forward mortgages and therefore impact the production volumes and financial results of our Originations segment. Small changes in mortgage rates directly impact housing affordability for both first-time and move-up home buyers and affect their ability to purchase a home. For refinance loans, current market mortgage rates must be considered relative to the rates on the current mortgage debt outstanding.

Market Size and Composition. The volume of new or refinanced loans is impacted by changes to existing, or development of new, GSE or other government sponsored programs. Changes in GSE or HUD guidelines and costs and the availability of alternative financing sources, such as non-Agency proprietary loans and traditional home equity loans, impact borrower demand for forward and reverse mortgages and therefore can impact the volume of mortgage originations.

Margins. Changes in pricing margin for mortgages are closely correlated with changes in market size for mortgage loans. As loan demand and market capacity move out of alignment, pricing adjusts. In a growing market, margins expand and in a contracting market, margins tighten as lenders seek to keep their production at or close to full capacity. Managing capacity and cost is critical as volumes change. Among our channels, our margins per loan are highest in the retail channel and lowest in the correspondent channel. We work directly with the borrower to process, underwrite and close loans in our retail and reverse wholesale channels. In our retail channel, we also identify the customer and take loan applications. As a result, our retail channel is the most people- and cost-intensive and experiences the greatest volume volatility.

Investor Demand. The liquidity of the secondary market for mortgage loans impacts the size of the mortgage loan market by defining loan attributes and credit guidelines for loans that investors are willing to buy and at what price. In recent years, the GSEs have been the dominant providers of secondary market liquidity for forward mortgages, keeping the product and credit spectrum relatively homogeneous and risk averse (higher credit standards).

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Economic Conditions. General economic conditions can impact the growth and revenue of our Originations segment by impacting the capacity for consumer credit and the supply of capital. More specifically, employment levels and home prices are variables that can each have a material impact on mortgage volume. Employment levels, the level of wages and the stability of employment are underlying factors that impact credit qualification. The effect of home prices on lending volumes is significant and complex. As home prices go up, home equity increases and this improves the position of existing homeowners either to refinance or to sell their home, which often leads to a new home purchase and a new forward mortgage loan, or in the case of a reverse mortgage, increase the size of the mortgage loan available and the number of potential borrowers. However, if home prices increase rapidly, the effect on affordability for first-time and move-up buyers can dampen the demand for mortgage loans. The more restrictive standards for loan to value (LTV) ratios, debt to income (DTI) ratios and employment that characterize the current market amplify the significance and sensitivity of the housing market and related mortgage lending volumes to employment levels and home prices. If home prices decline due to increased mortgage interest rates or for other reasons, home sales may decline and it may be more difficult for homeowners to refinance existing mortgages, thereby negatively impacting mortgage volume.

Operating Metrics

The following table provides selected operating statistics for our Originations segment:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Funded Loan UPB by Channel (in billions)
Forward loans
Correspondent$16.1$12.2$15.633%(22)%
Consumer Direct0.90.41.2153(71)
$17.0$12.5$16.836%(26)%
% Purchase production808571(7)19
% Refinance production20152937(48)
Weighted average note rate (%)6.4%6.5%5.0%(1)29
Reverse loans (1)
Correspondent$0.5$0.4$0.723%(38)%
Wholesale0.10.20.3(17)(52)
Retail0.10.10.46(77)
$0.8$0.7$1.411%(51)%
UPB of MSR Purchases by Channel (in billions)
Agency Cash Window / Flow MSR$11.9$9.1$11.331%(20)%
Bulk purchases7.00.44.3n/m(91)
Bulk reverse purchases3.90.10.2n/m(62)
$22.8$9.6$15.8139(39)
Total$40.6$22.8$34.078%(33)%
Short-term loan commitment (2)(at year end; in millions)
Consumer Direct$165.7$69.6$43.5138%60%
Correspondent1,145.9522.9593.8119%(12)%
Total Forward loans$1,311.6$592.5$637.3121%(7)%
Reverse loans$25.6$22.1$15.516%42%
Average Headcount - Originations495501993(1)%(50)%

(1)Loan production excludes reverse mortgage loan draws by borrowers disbursed subsequent to origination that are reported within the Servicing segment.

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(2)Also refer to interest rate lock commitments in Note 18 — Derivative Financial Instruments and Hedging Activities. The amounts are presented before application of any pull-through adjustment.

Financial Performance

The following table presents the results of operations of our Originations segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Revenue
Gain on loans held for sale, net$57.7$30.3$52.990%(43)%
Gain on reverse loans held for investment and HMBS-related borrowings, net25.923.261.212(62)
Other revenue, net (1)25.718.627.038(31)
Total revenue109.372.1141.152(49)
MSR valuation adjustments, net13.611.79.91618
Operating expenses
Compensation and benefits46.443.085.18(49)
Origination expense7.82.711.1192(76)
Technology and communications7.37.09.24(24)
Professional services2.21.94.813(60)
Occupancy, equipment and mailing2.42.24.513(52)
Corporate overhead allocations16.818.721.6(10)(13)
Other expenses5.45.312.21(56)
Total operating expenses88.380.8148.59(46)
Other income (expense)
Interest income54.451.831.2566
Interest expense(58.1)(56.6)(29.0)395
Other, net(0.4)(0.2)(1.8)124(89)
Other income (expense), net(4.2)(5.0)0.4(17)n/m
Income (loss) before income taxes$30.4$(2.0)$2.9n/m(168)

(1)Includes $2.0 million, $2.1 million and $2.1 million ancillary fee income related to MSR acquisitions reported as Servicing and subservicing fees at the consolidated level for 2024, 2023 and 2022, respectively.

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Gain on Loans Held for Sale, Net

The following table provides information regarding Gain on loans held for sale by channel and the related forward loan origination volumes and margins (excluding fees that are presented in Other revenue, net):

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Origination UPB (1) (in billions)
Correspondent$16.1$12.2$15.633%(22)%
Consumer Direct0.90.41.2153(71)
$17.0$12.5$16.836%(26)%
% Gain on Sale Margin (2)
Correspondent0.18%0.15%0.16%18%(2)%
Consumer Direct3.133.222.30%(3)40
0.34%0.24%0.31%40%(23)%
Gain on Loans Held for Sale
Correspondent$29.3$18.8$24.656%(24)%
Consumer Direct28.311.528.3146(59)
$57.7$30.3$52.990%(43)%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of gain on Loans held for sale to funded UPB. Note that the ratio differs from the day-one gain on sale margin upon lock.

Gain on loans held for sale, net, increased $27.3 million, or 90%, as compared to 2023 with a $16.8 million increase in our Consumer Direct channel and a $10.5 million increase in our Correspondent channel. The higher gain in 2024 is mainly due to a 36% increase in our total volume, exceeding the overall 17% mortgage origination growth in the industry. The increase in Consumer Direct gain is driven by a 153% increase in loan funded volume, attributed to our increased recapture operational capability and the relative interest rate environment in 2024 as compared to 2023, the lowest production year for refinance over the past 20 years. The increase in Correspondent gain is largely driven by the increased loan production volume, attributed to our MSR replenishment strategy following our opportunistic MSR bulk sales. While the channel margins remained relatively consistent with 2023, the aggregate margin increased due to the change in the channel mix. The elevated interest rate environment continues to adversely impact both purchase and refinance borrower activities due to a lack of affordability.

Gain on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

The following table provides information regarding Gain on reverse loans held for investment and HMBS-related borrowings, net of the Originations segment that comprises fair value changes of the pipeline and unsecuritized reverse mortgage loans held for investment, at fair value, together with volume and margin (including loan fees):

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Origination UPB (1) (in billions)$0.8$0.7$1.411%(53)%
Origination margin (2)3.41%3.41%4.25%(20)%
Gain on reverse loans held for investment and HMBS-related borrowings, net (Originations)$25.9$23.2$61.212%(62)%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of origination gain to funded UPB; includes loan fees.

Gain on reverse loans held for investment and HMBS-related borrowings, net increased $2.7 million, or 12% as compared to 2023 attributed to higher origination volume and a stable aggregate margin. The increase is mostly driven by our Retail and Correspondent channels that experienced higher volumes. Industry-wide HECM securitization volume saw a 42% increase when comparing 2024 to 2023, and industry-wide HECM endorsements were down 12%. Similar to the forward mortgage market described above, the elevated interest rate environment continues to adversely impact reverse mortgage borrower activities due to a lack of affordability as elevated rates directly reduce HECM loan proceeds available to borrowers.

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Other revenue, net

Other revenue, net for 2024 increased $7.1 million, or 38% as compared to 2023 primarily due to the 36% increase in our Consumer Direct and Correspondent production volume.

MSR Valuation Adjustments, Net

MSR valuation adjustments, net includes revaluation gains on certain MSRs opportunistically purchased through the Agency Cash Window programs, and flow purchases. As an aggregator of MSRs, we may purchase MSRs from smaller originators with a purchase price at a discount to fair value and we recognize valuation adjustments for differences in exit markets in accordance with the accounting fair value guidance. We record such valuation adjustments as MSR valuation adjustments, net within the Originations segment since the segment’s business objective is the sourcing of new MSRs at targeted returns. Changes in MSR valuation adjustments, net period over period are mostly due to volume changes.

Operating Expenses

Operating expenses for 2024 increased $7.5 million, or 9%, as compared to 2023, mostly due to $5.1 million higher Originations expense and $3.4 million higher Compensation and benefits. The increase in Originations expense was driven by higher production volume and a provision release for representation and warranty indemnification recorded in 2023 due to favorable resolution of demands. The increase in Compensation and benefits was driven by a $4.2 million increase in commissions on higher production volume and a $1.3 million increase in incentive compensation, partially offset by a $2.4 million decrease in salaries and benefits with a decrease in average U.S. based headcount as part of our cost-reduction efforts.

Corporate overhead allocations decreased $1.9 million mainly due to targeted cost-reduction efforts.

Other Income (Expense)

Interest income consists primarily of interest earned on newly-originated and purchased loans during the pipeline period prior to securitization or sale to investors. Interest expense is incurred to finance the mortgage loans during the same pipeline period, which is generally approximately 20 days. We finance mortgage loans with repurchase and participation agreements, commonly referred to as warehouse lines. Our net interest margin is driven by the difference between the average mortgage note rate and the average warehouse line cost of funds, and by the average number of days loans remain in the pipeline.

Interest income for 2024 increased $2.6 million, or 5% as compared to 2023 largely due to a higher average loans held for sale balance. Similarly, Interest expense for 2024 increased $1.6 million, or 3% as compared to 2023 primarily due to an increase in average warehouse financing debt balance, consistent with higher average loans held for sale balances.

Corporate

Corporate includes expenses of corporate support services and activities that are not directly related to other reportable segments

•Interest expense on corporate debt is allocated to the Servicing segment and the Originations segment based on relative financing requirements, with the exception of the Onity Senior Secured Notes through their redemption date in November 2024. With intercompany financing agreements, the financing cost of the Servicing and Originations segments reflects, and is consistent with the financing needs of the licensed entity PHH that carries out these businesses.

•Certain expenses incurred by corporate support services, such as technology, legal, risk and compliance, or finance are allocated to the Servicing and Originations segments using various methodologies intended to approximate the utilization of such services.

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The following table presents selected results of operations of Corporate. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2024202320222024 vs 20232023 vs 2022
Revenue$$$$n/m
Operating expenses
Compensation and benefits85.479.078.18%1%
Professional services22.5(14.7)17.9(253)(182)
Technology and communications21.020.923.9(12)
Occupancy, equipment and mailing1.71.66.05(73)
Servicing and origination1.61.10.75348
Other expenses5.65.99.5(4)(38)
Total operating expenses before corporate overhead allocations137.893.8136.147(31)
Corporate overhead allocations
Servicing segment(45.8)(45.5)(46.2)1(2)
Originations segment(16.8)(18.7)(21.6)(10)(13)
Total operating expenses75.229.668.3154(57)
Other income (expense), net
Interest income6.04.51.533207
Interest expense(46.3)(43.7)(42.2)63
Gain (loss) on extinguishment of debt(49.3)1.30.9n/m36
Other, net0.91.42.4(38)(41)
Other income (expense), net(88.7)(36.4)(37.4)143(3)
Loss before income taxes$(163.9)$(66.1)$(105.7)148(37)
n/m: not meaningful

Compensation and Benefits

Compensation and benefits expense for 2024 increased $6.4 million as compared to 2023, mainly driven by a $5.6 million increase in incentive compensation due to our improved financial performance in 2024.

Professional Services

Professional services expense for 2024 increased $37.2 million as compared to 2023, largely explained by the reversal recorded in 2023 of our loss contingency accrual related to the CFPB and other matters resolved in our favor in 2023. In addition, in 2024 legal fees and litigation-related expenses increased in 2024, with lower recoveries of prior years’ legal expenses from mortgage insurers. Other professional fees also increased in 2024 driven by higher utilization of consulting services related to corporate strategy and business initiatives.

Other Income (Expense)

In November 2024, we redeemed all of the outstanding PMC Senior Secured Notes due 2026 and Onity Senior Secured Notes due 2027, resulting in the recognition of a $53.4 million loss on debt extinguishment due to the accelerated write-off of $36.8 million unamortized discount and debt issuance costs, the payment of an $11.6 million make-whole redemption premium and a $5.0 million transaction fee to Oaktree. In addition, during 2024 (prior to their redemption) and 2023, we repurchased and extinguished a portion of the PMC Senior Secured Notes and recognized gains on debt extinguishment, net of $4.1 million and $1.3 million, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

In 2024 (fourth quarter), we successfully executed our corporate debt refinancing which resulted in the extension of our corporate debt maturity and the reduction of our overall cost of funds:

•PHH Corporation issued $500 million aggregate principal amount of 9.875% Senior Notes Due 2029 at a price of 99.956%. The net proceeds from the sale of the notes, together with the net proceeds from the sale of our investment in MAV Canopy (see below) and available liquidity, were used to redeem all of the outstanding $289.1 million principal PMC Senior Secured Notes due 2026 and $285.0 million principal Onity Senior Secured Notes due 2027 at a premium pursuant to the respective agreements.

•Onity sold to Oaktree its 15% ownership interest in MAV Canopy for $50.0 million total cash proceeds.

In the normal course of business, we are actively engaged with existing and potential lenders and as a result add, terminate, replace or extend our debt agreements to the extent necessary to finance our operations and growth and optimize our financing costs. In addition, we completed the following transactions during 2024 impacting our liquidity and capital:

•Repurchased $70.9 million of our PMC Senior Secured Notes in the open market (prior to their redemption discussed above);

•Completed two private placement securitizations of HECM loans, and related receivables and REO properties, referred to as reverse mortgage buyouts. In February and September 2024, certain classes of asset-backed notes with an initial principal amount of $268.6 million and $330.6 million were issued at a discount, with a stated interest rate of 3% and 5% respectively, and a three-year mandatory call date;

•Entered into a $34.0 million junior-lien repurchase financing arrangement of our PLS MSR in March 2024. In November 2024, the facility was repaid and voluntarily terminated prior to its contractual termination date;

•Entered into ESS financing transactions and MSR financing transactions with MSR capital partners for aggregated proceeds of $23.8 million and $25.0 million, respectively. ESS financing transactions require PHH to remit to a third party a specified percentage of future servicing fee collections on reference pools of mortgage loans which PHH is entitled to as owner of the related MSRs. MSR financing transactions with MSR capital partners, including MAV, consist of MSR sales, where MSR title and ownership have generally passed, while PHH retains subservicing;

•Issued a new series of non-convertible, perpetual preferred stock (Series B Preferred Stock) with an aggregate liquidation preference amount of $52.8 million as consideration for the acquisition of reverse mortgage assets of Waterfall previously subserviced by PHH. Concurrently, we entered into a two-year revolving line of credit with Waterfall, collateralized by certain acquired assets. The maximum committed amount decreases from an initial $45.0 million to $15.0 million after the first securitization of the acquired HECM tails.

A summary of borrowing capacity under our advance facilities, mortgage warehouse facilities and MSR financing facilities is as follows (see Note 14 — Borrowings to the Consolidated Financial Statements for additional information):

December 31, 2024December 31, 2023
Total Borrowing Capacity (1)Remaining Borrowing Capacity - Committed (1)Remaining Borrowing Capacity - Uncommitted (1)Total Borrowing Capacity (1)Remaining Borrowing Capacity - Committed (1)Remaining Borrowing Capacity - Uncommitted (1)
Advance facilities$714.4$233.5$63.8$714.4$151.1$63.5
Mortgage loan financing facilities2,553.1212.51,294.32,696.1372.71,591.7
MSR financing facilities1,200.0235.455.31,082.2128.237.5
Total$4,467.5$681.4$1,413.4$4,492.7$652.1$1,692.8

(1)Total Borrowing Capacity represents the maximum amount which can be borrowed, subject to eligible collateral. Remaining Borrowing Capacity represents Total Borrowing Capacity less outstanding borrowings, subject to eligible collateral.

We may utilize committed borrowing capacity under our financing facilities to the extent we have sufficient eligible collateral to borrow against and otherwise satisfy the applicable conditions to funding. Uncommitted amounts can be advanced at the discretion of the lender, and there can be no assurance that any uncommitted amounts will be available to us at any particular time.

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At December 31, 2024, we had $63.7 million total available committed and uncommitted borrowing capacity based on the amount of eligible collateral as follows:

December 31, 2024
TotalCommittedUncommitted
Advance facilities$$$
Mortgage loan financing facilities6.66.6
MSR financing facilities57.157.1
Total available borrowing capacity based on eligible collateral$63.7$57.1$6.6

At December 31, 2024, our total liquidity of $248.5 million included $184.8 million of unrestricted cash and $63.7 million total available committed and uncommitted borrowing capacity based on the amount of eligible collateral as described above. Considering the large financing and capital transactions described above, our total liquidity remained stable at December 31, 2024, as compared to $241.6 million at December 31, 2023.

We optimize our daily cash position to reduce financing costs while closely monitoring our liquidity needs and ongoing funding requirements. We regularly monitor and project cash flows over various time horizons to anticipate and mitigate liquidity risk. We maintain liquidity buffers to be responsive to the level of risks, including stressed market interest rate conditions and operational risk.

Use of Funds

Our primary near-term uses of funds in the normal course include:

•Payment of operating costs and corporate expenses;

•Payments for servicing advances in excess of collections including advances and draws related to reverse mortgage assets (see below);

•Investment in MSRs (purchased and originated) and other related asset acquisitions;

•Originated, purchased and repurchased loans, including reverse mortgage buyouts;

•Payment of margin calls under our MSR financing facilities and derivative instruments;

•Debt service and repayments of borrowings, including under our MSR financing, advance financing, warehouse facilities and OLIT securitization notes, and payment of interest expense including on the Senior Notes Due 2029;

•Dividend payments on Series B Preferred Stock; and

•Net negative working capital and other general corporate cash outflows.

We have short-term commitments to lend $1.3 billion in connection with our forward and reverse mortgage loan IRLCs outstanding at December 31, 2024. In addition, we have originated floating-rate reverse mortgage loans under which the borrowers have additional borrowing capacity of $3.1 billion at December 31, 2024. During 2024, we funded $255.2 million of the $1.8 billion borrowing capacity available as of December 31, 2023. We are able to immediately securitize these borrower draws or advances under the Ginnie Mae program. As an HMBS issuer, we are required to repurchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the loan is equal to or greater than 98% of the maximum claim amount (MCA repurchases).We carry these repurchases until reimbursement by HUD and/or property liquidation if inactive. Our reverse subservicing clients bear the financial obligation and risks associated with purchasing loans out of securitization pools within the portfolio we subservice. See Note 26 — Commitments to the Consolidated Financial Statements for additional information.

Regarding the current maturities of our borrowings, as of December 31, 2024, we have approximately $2.1 billion of debt outstanding that would either come due, begin amortizing or require partial repayment in the next 12 months. This amount is comprised of $1.0 billion of borrowings under forward and reverse mortgage loan financing facilities, $416.5 million outstanding under advance financing facilities based on expected repayment date, $659.7 million outstanding under GSE and Ginnie Mae MSR financing facilities maturing in the next 12 months, and $25.6 million of scheduled principal amortization on the PLS Notes secured by PLS MSRs.

With respect to liquidity management, we consider our servicing advance requirements during each investor remittance period and the uncertainties of daily margin calls on our collateralized debt facilities and derivative instruments due to interest rate fluctuations.

As servicer, we are required to advance to investors the loan P&I installments not collected from borrowers for those delinquent loans, including those on forbearance plans. Loan payoffs and prepayments are a source of additional liquidity and are dependent on the interest rate environment. We also advance T&I and Corporate advances primarily on properties that are in default or have been foreclosed. Our obligations to make these advances are governed by servicing agreements or guides, depending on investors or guarantor. Refer to Note 26 — Commitments to the Consolidated Financial Statements for further description of our servicer advance obligations. As subservicer, we are also required to make P&I, T&I and Corporate advances

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on behalf of servicers following the servicing agreements or guides. However, servicers are generally required to reimburse us within 30 days of our advancing under the terms of the subservicing agreements, and we are generally reimbursed by Rithm the same day we fund P&I advances, or within no more than three days for certain servicing advances.

We are generally subject to daily margining requirements under the terms of our MSR financing facilities and daily cash calls for our TBAs, interest rate swap futures or other derivatives. Declines in fair value of our MSRs due to declines in market interest rates, assumption updates or other factors require that we provide additional collateral to our lenders under MSR financing facilities. Similarly, declines in fair value of our derivative instruments require that we provide additional collateral to the clearing counterparties. While the objective of our hedging strategy is to reduce volatility due to interest rates, it is also designed to address cash and liquidity considerations. Refer to the sensitivity analysis in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our medium- and long-term requirements for cash include:

•Payment of interest and principal repayment of our PLS Notes that mature in 2025 and our Senior Notes Due 2029(1);

•Payment of interest and principal repayment of our OLIT securitization note issuances that have a three-year mandatory call date;

•Any payments associated with the confirmation of loss contingencies; and

•Any other payments required under contractual obligations discussed above that extend beyond one year.

(1)Supplemental information required pursuant to the Indenture governing the Onity Senior Notes Due 2029 disclosed in Exhibit 99.1.

Sources of Funds

Our primary sources of funds for near-term liquidity in normal course include:

•Collections of servicing and subservicing fees and ancillary revenues;

•Collections of advances in excess of new advances;

•Proceeds from match funded advance financing facilities;

•Proceeds from other borrowings, including warehouse facilities, MSR financing facilities, MSR transfers and ESS financing;

•Proceeds from sales and securitizations of originated loans and purchased loans; and

•Net positive working capital from changes in other assets and liabilities.

Servicing advances are an important component of our business and represent amounts that we, as servicer, are required to advance to, or on behalf of, our servicing clients if we do not receive such amounts from borrowers. Our use of advance financing facilities is integral to our cash and liquidity management strategy. Additionally, certain of our financing and subservicing agreements permit us to retain advance collections for a period ranging from one to two business days before remittance, thus providing a source of short-term liquidity.

We use mortgage loan repurchase and participation facilities (commonly called warehouse lines) to fund newly-originated or purchased loans on a short-term basis until they are sold or securitized to secondary market investors, including GSEs or other third-party investors, and to fund repurchases of certain Ginnie Mae forward loans, HECM loans, second-lien loans and other types of loans. These facilities contain eligibility criteria that include aging and concentration limits by loan type among other provisions. Currently, our financing agreements generally have maximum terms of 364-days. The funds are typically repaid using the proceeds from the sale of the loans to the secondary market investors, usually within 30 days.

We also rely on the secondary mortgage market as a source of liquidity to support our lending operations. Substantially all of the mortgage loans that we originate or purchase are sold or securitized in the secondary mortgage market in the form of residential mortgage-backed securities guaranteed by Fannie Mae or Freddie Mac and, in the case of mortgage-backed securities guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA, VA or United States Department of Agriculture (USDA). We issued private placement securitizations to finance reverse mortgage buyouts, expanding our access to capital markets and reducing our reliance on warehouse financing facilities.

We regularly evaluate financing structure options including asset-backed financing to support our investment plans and accommodate our business needs. We strive to diversify our sources of funds, optimize maturities and reduce our funding cost. We continuously evaluate the allocation of our capital to MSR and other investments, the related returns, funding and liquidity requirements.

Covenants

Our debt agreements contain various qualitative and quantitative covenants including financial covenants, covenants to operate in material compliance with applicable laws and regulations, monitoring and reporting obligations and restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional debt, paying dividends or making distributions on or purchasing equity interests of Onity and its subsidiaries, repurchasing or redeeming

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capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Onity and its subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates. These covenants may limit the manner in which we conduct our business and may limit our ability to engage in favorable business activities or raise additional capital to finance future operations or satisfy future liquidity needs. In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and litigation and changes of control. See Note 14 — Borrowings to the Consolidated Financial Statements for additional information regarding our covenants.

The most restrictive liquidity requirement under our debt agreements, excluding additional Agency or regulatory minimum liquidity requirements, is for a minimum of $75.0 million in consolidated liquidity, as defined, under certain of our mortgage loan financing and MSR financing facilities agreements. At December 31, 2024, we held unrestricted cash in excess of this minimum amount. The minimum liquidity requirements for PHH contained in some debt agreements are also subject to the minimum requirement set forth by the Agencies. Refer to Note 25 — Regulatory Requirements.

Effective September 30, 2023, we implemented the revised minimum tangible net worth and liquidity requirements for GSE and Ginnie Mae seller/servicers. We believe that we are in compliance with these requirements as of December 31, 2024. Ginnie Mae announced a new risk-based capital ratio effective on December 31, 2024 for Ginnie Mae issuers. Ginnie Mae issued a waiver extending the deadline by which PHH must meet the risk-based capital ratio requirements to October 1, 2025. PHH will be required to maintain a minimum of 6% ratio of Adjusted Net Worth less Excess MSRs, as defined, to risk weighted assets. We are currently implementing certain actions intended to achieve compliance with the requirements. We intend to continue to operate our Ginnie Mae issuer activities through PHH which would be subject to the risk-based capital rules, and separately conduct certain GSE MSR investment activities through PHH Asset Services LLC (PAS), a wholly owned subsidiary of PHH Corporation and Onity. We have received all necessary licensing and regulatory approvals to operate PAS except for one state with whom discussions are ongoing.

In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations, and other legal remedies, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations. We believe that we are in compliance with the covenants in our debt agreements as of December 31, 2024.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Rating AgencyRated EntityLong-term Corporate RatingReview Status / OutlookDate of last action
Moody’sOnityB3StableOctober 21, 2024
S&POnityB-StableOctober 21, 2024

On October 21, 2024, Moody’s assigned a Caa1 rating to the new PHH Corporation Senior Notes Due 2029. Moody’s also assigned a B3 corporate family rating to Onity and withdrew the B3 corporate family rating of PHH Mortgage Corporation. The entities’ outlooks are stable. Moody’s recognizes Onity's improving performance and return to profitability and adequate capitalization. At the same time, Moody’s explained the rating is constrained by Onity's modest scale compared to mortgage peers and history of uneven financial performance.

On October 21, 2024, S&P assigned a B- rating to the new PHH Corporation Senior Notes Due 2029. S&P also affirmed the B- rating to Onity with a Stable Outlook. The Stable Outlook reflects S&P’s expectations that Onity will maintain certain levels of debt ratio and debt-interest coverage while continuing to grow and diversify its servicing portfolio.

It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.

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Cash Flows

Our operating cash flow is primarily impacted by operating results, changes in our servicing advance balances, the level of mortgage loan production, the timing of sales, securitizations or liquidation of mortgage loans, and the margin calls required under our MSR financing facilities or derivative instruments. As one of the main differences between proceeds from sale and origination or purchase of loans held for sale, newly originated (capitalized) MSRs are effectively classified as operating cash flows under GAAP. Purchases of MSRs through flow purchase agreements, Agency Cash Window and bulk acquisitions are classified as investing activity. MSR investments, whether originated or purchased, represent a key indicator of our ability to generate future income in our Servicing business.

We classify changes in HECM loans held for investment as investing activity and changes in the related HMBS borrowings as financing activity. Our MSR transfer agreements with MAV, Rithm and others that do not meet sale accounting criteria have a significant impact on our consolidated statements of cash flows. Because the payments we receive in connection with the HECM loan securitizations and MSR transfer agreements are recorded as secured financings, additions to, and reductions in, the balance of those secured financings are presented as financing activity in our consolidated statements of cash flows, excluding the changes in fair value attributable to inputs and assumptions.

Our cash flows are summarized as follows:

$ in millionsYears Ended December 31,
20242023
Net cash provided by (used in) operating activities$(574)$10
Net cash provided by (used in) investing activities401(100)
Net cash provided by financing activities18371
Net increase (decrease) in cash, cash equivalents and restricted cash$10$(19)
Cash, cash equivalents and restricted cash at end of period$266$255

Cash flows for the year ended December 31, 2024

Our operating activities used $574 million of cash during the year with $837 million net cash paid on loans held for sale and $263 million other operating cash inflows, net. The $837 million net cash paid on loans held for sale is attributed to the growth of the pipeline with loan production volume exceeding sales, $246 million for the purchase of reverse mortgage buyouts, and $248 million originated MSRs. Operating cash outflows also include $46 million margin calls on derivatives. Operating cash inflows included $82 million net collections of servicing advances and earnings distributions of $9 million received from our former equity method investee MAV Canopy.

Our investing activities provided $401 million of cash. Cash inflows primarily include $371 million net cash received in connection with our HECM reverse mortgages held for investment, $205 million proceeds from sales of MSRs, $31 million proceeds from sales of real estate as part of our reverse asset management strategy, $51 million of net cash received from our former equity method investee MAV Canopy, including $46 million proceeds received from the sale of our 15% investment in November 2024, and $15 million received from the sale of advances in connection with sales of MSRs. Offsetting cash outflows include $232 million to purchase MSRs and $37 million to purchase real estate (reverse buyouts).

Our financing activities provided $183 million of cash. Financing cash inflows are primarily comprised of $803 million net from borrowings under our mortgage loan financing facilities due to the increase in loans held for sale, including $570 million with the issuances of the OLIT securitization of reverse mortgage buyouts, $498 million proceeds from issuance of the new PHH Corporation 9.875% Senior Notes due November 2029, $43 million net proceeds from borrowings under our MSR financing facilities, $28 million of proceeds from the sale of MSRs accounted for as a financing in connection with sales of MSRs, $24 million of proceeds from ESS financings, and $20 million proceeds from the issuance of Series B Preferred Stock in connection with the acquisition of reverse mortgage assets of MAM (cash balance transferred with all other assets acquired and liabilities assumed). Offsetting cash outflows include $659 million to redeem or repurchase all of our 7.875% PHH Senior Secured Notes and 9.875% Onity Senior Secured Notes, $83 million of net repayments on advance match funded liabilities, and $71 million of net payments on the financing liabilities related to MSRs transferred and ESS financings due to runoff. Cash inflows of $1,074 million received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, were more than offset by repayments on the related financing liability of $1,475 million, indicating a runoff of the portfolio that exceeds originations.

Cash flows for the year ended December 31, 2023

Our operating activities provided a net $10 million of cash during the year, after $258 million net cash paid on loans held for sale, with loan production volumes exceeding sales, $183 million of which was used to finance newly originated MSRs.

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Operating cash flows included $76 million net collections of servicing advances and earnings distributions of $7 million received from our equity method investee MAV Canopy..

Our investing activities used $100 million of cash. The primary uses of cash in our investing activities was $120 million to purchase MSRs, $42 million to acquire advances in connection with MSR transactions and $11 million to purchase real estate. Offsetting cash inflows $45 million net cash inflows in connection with our HECM reverse mortgages, $18 million proceeds from the sale of real estate, and $4 million of capital distributions received, net of contributions, from our equity method investee MAV Canopy.

Our financing activities provided $71 million of cash. Financing cash inflows are primarily comprised of $175 million of proceeds from sale of MSRs accounted for as a financing in connection with sales of MSRs and $69 million of proceeds from ESS financings. Offsetting cash outflows include $95 million of net payments on the financing liabilities related to MSRs transferred and ESS financings due to runoff, and $36 million net repayment of borrowings under our MSR financing facilities, and $14 million of net repayment on advance match funded liabilities. We also paid $14 million to repurchase $15 million of our 7.875% PHH Senior Secured Notes. Cash inflows of $1,055 million received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, were more than offset by repayments on the related financing liability of $1,070 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the date of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have processes in place to monitor these judgments and assumptions, and management is required to review critical accounting policies and estimates with the Audit Committee of the Board of Directors. The following is a summary of certain accounting policies and estimates involving significant judgments. Our significant accounting policies and critical accounting estimates are described in Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements.

Fair Value Measurements

We use fair value for recognition, subsequent measurement and disclosure of certain instruments. Refer to Note 3 — Fair Value to the Consolidated Financial Statements for the fair value hierarchy, descriptions of valuation methodologies used to measure significant assets and liabilities at fair value and details of the valuation models, key inputs to those models, significant assumptions utilized, and sensitivity analyses. We follow the fair value hierarchy to prioritize the inputs utilized to measure fair value and classify instruments as Level 3 when the valuation technique requires significant unobservable inputs or assumptions. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. The determination of the fair value of these Level 3 financial assets and liabilities and MSRs requires significant management judgment and estimation. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a sensitivity analysis reflecting the estimated change in the fair value of our MSRs, HECM loans held for investment and loans held for sale carried at fair value as well as any related derivatives at December 31, 2024, given hypothetical instantaneous parallel shifts in the yield curve.

As of December 31, 2024, 91% of our assets and 74% of our liabilities were reported at fair value, with fair value changes reported in our statement of operations. Substantially all our assets and liabilities at fair value were classified as Level 3 instruments due to unobservable inputs. See Note 3 — Fair Value for the carrying amounts and the estimated fair values of our financial instruments and certain of our nonfinancial assets measured at fair value on a recurring and nonrecurring basis or disclosed, but not measured, using fair value.

We have various internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to analysis and management review and approval. We utilize a number of controls to ensure the results are reasonable, including comparison, or “back testing,” of model results against actual performance and monitoring the market for recent trades, including our own price discovery in connection with potential and completed sales, and other market information that can be used to benchmark inputs or outputs. Considerable judgment is used in forming conclusions about Level 3 inputs. Changes to these inputs could have a significant effect on fair value measurements.

Valuation of Reverse Mortgage Loans Held for Investment and HMBS-related Borrowings

Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae guaranteed securities (or HMBS). Loan transfers in these Ginnie Mae securitizations do not qualify for sale accounting and are recorded as secured financings. We record both loans held for investment and the corresponding HMBS borrowings at fair value. Our net exposure to reverse mortgages and the HMBS-related borrowings is limited to the residual value we retain, including future draw commitments and servicing value. Changes in the fair value of the loans held for investment are largely offset by changes in the value of the

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related secured financing. As of December 31, 2024, we reported $11.0 billion securitized loans held for investment at fair value and $10.9 billion HMBS-related borrowings at fair value.

The fair value of both reverse mortgage loans held for investment and HMBS-related borrowings is based primarily on discounted cash flow methodologies. Inputs to the discounted cash flows of these assets include future draws and tail securitization spreads, conditional prepayment rate (including voluntary and involuntary prepayments) and discount rate. The determination of fair value requires management judgment due to the significant unobservable assumptions, including conditional prepayment rate and discount rate.

We engage third-party valuation experts to support our valuation and provide observations and assumptions related to market activities. We evaluate the reasonableness of our fair value estimate and assumptions using historical experience, or cash flow backtesting, adjusted for prevailing market conditions and benchmarks with third-party expert valuations. We believe that our back-testing and benchmarking procedures provide reasonable assurance that the fair value used in our consolidated financial statements complies with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

Refer to Note 3 — Fair Value for the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) as of December 31, 2024 and December 31, 2023.

Valuation of MSRs and Other Financing Liabilities, at Fair Value

We originate MSRs from our lending activities and acquire MSRs through flow purchase agreements, Agency Cash Window programs or bulk purchases. We account for MSRs, pledged MSR liabilities and ESS financing liabilities at fair value (reported within Other financing liabilities, at fair value). As of December 31, 2024, we reported a $2.5 billion fair value of MSRs and $0.8 billion Other financing liabilities.

We determine the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities primarily using discounted cash flow methodologies. The significant estimated future cash inflows for MSRs include servicing fees, late fees, float earnings and other ancillary fees, and significant cash outflows include the cost of servicing, the cost of financing servicing advances and compensating interest payments. The determination of the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities requires management judgment relating to the significant unobservable assumptions that underlie the valuation, including prepayment speed, delinquency rates, cost to service and discount rate. Our judgement is informed by the transactions we observe in the market, by our actual portfolio performance and by the advice and information we obtain from our valuation experts, amongst other factors.

To assist in the determination of fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and a prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, generally the bulk market, incorporating available industry survey results and client feedback, and including risk premiums and liquidity adjustments. While interest rates are a key value driver, MSR fair value may change for other market-driven factors, including but not limited to the supply and demand of the market or the required yield or perceived value by investors of such MSRs. While the models and related assumptions used by the valuation experts are proprietary to them, we understand the methodologies and assumptions used to develop the prices based on our ongoing due diligence, which includes regular discussions with the valuation experts, and we perform additional verification and analytical procedures. We evaluate the reasonableness of our third-party experts’ assumptions using historical experience adjusted for prevailing market conditions and benchmarks with third-party expert valuation and market participant surveys. We believe that our procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

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The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by MSR class projected for the five-year period beginning December 31, 2024:

ConventionalGovernment-InsuredNon-Agency
Prepayment speed
Range4.7% to 8.8%6.1% to 12.5%6.7% to 7.99%
Weighted average6.8%8.2%7.2%
Delinquency
Range0.4% to 1.2%5.7% to 10.7%8.5% to 17.8%
Weighted average0.6%7.0%12.1%
Cost to service (in dollars)
Range$67 to $70$96 to $117$177 to $223
Weighted average$68$104$194
Discount rate9.8%10.8%10.9%

Changes in these assumptions are generally expected to affect our results of operations as follows:

•Increases in prepayment speeds generally reduce the value of our MSRs as the underlying loans prepay faster which causes accelerated MSR portfolio runoff, higher compensating interest payments and lower overall servicing fees, partially offset by a lower overall cost of servicing, increased float earnings on higher float balances and lower interest expense on lower servicing advance balances.

•Increases in delinquencies generally reduce the value of our MSRs as the cost of servicing increases during the delinquency period, and the amounts of servicing advances and related interest expense also increase.

•Increases in the discount rate reduce the value of our MSRs due to the lower overall net present value of the net cash flows.

•Increases in interest rate assumptions will increase interest expense for financing servicing advances although this effect is partially offset by an increase in the amount of float earnings.

The fair value of Pledged MSR liabilities and ESS financing liabilities is generally expected to be impacted by the same assumptions as the underlying MSR, in opposite direction. Instrument or transaction specific assumption may apply and require our judgment, including the estimated life of the subservicing agreement when MSRs are sold subservicing retained, or the yield or discount rate to apply.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we gave more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses.

We recognize that cumulative losses in recent years is an objective form of negative evidence in assessing the need for a valuation allowance and that such negative evidence is difficult to overcome. Other factors considered in these evaluations are estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that may be implemented, if warranted.

As a result of these evaluations, we recognized a full valuation allowance on our U.S. deferred tax assets at December 31, 2024 and 2023. The U.S. jurisdictional deferred tax assets are not considered to be more likely than not realizable based on all available positive and negative evidence. We intend to continue maintaining a full valuation allowance on our deferred tax assets in the U.S. until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for

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the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the profitability that we achieve.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

NOL carryforwards, Section 163(j) disallowed interest expense carryforwards, and certain built-in losses or deductions may be subject to annual limitations under Internal Revenue Code Section 382 (Section 382) (or comparable provisions of foreign or state law) in the event that certain changes in ownership were to occur. In addition, tax credit carryforwards may be subject to annual limitations under Internal Revenue Code Section 383 (Section 383). We periodically evaluate our NOL and tax credit carryforwards and deductions and/or certain built-in losses and whether certain changes in ownership have occurred as measured under Section 382 that would limit our ability to utilize a portion of these tax attributes. If it is determined that an ownership change(s) has occurred, there may be annual limitations on the use of these NOL and tax credit carryforwards under Sections 382 and 383 (or comparable provisions of foreign or state law).

Onity and PHH Corporation have both experienced historical ownership changes that have caused the use of certain tax attributes to be limited and have resulted in the write-off of certain of these attributes based on our inability to use them in the carryforward periods defined under the tax laws. Onity continues to monitor the ownership in its stock to evaluate whether any additional ownership changes have occurred that would further limit its ability to utilize certain tax attributes. As such, our analysis regarding the amount of tax attributes that may be available to offset taxable income in the future without restrictions imposed by Section 382 may continue to evolve.

Indemnification Obligations

We have exposure to representation, warranty and indemnification obligations because of our lending, loan sales and securitization activities, our acquisitions to the extent we assume one or more of these obligations, and in connection with our servicing practices. We initially recognize these obligations at fair value. Thereafter, the estimation of the liability considers probable future obligations based on industry data of loans of similar type segregated by year of origination, to the extent applicable, and estimated loss severity based on current loss rates for similar loans, our historical rescission rates and the current pipeline of unresolved demands. Loss severity considers the historical loss experience that we incur upon loan sale or collateral liquidation, as well as current market conditions. We monitor the adequacy of the overall liability and make adjustments, as necessary, after consideration of our historical losses and other qualitative factors including ongoing dialogue and experience with our counterparties. We do not provide or assume any origination representations and warranties in connection with our MSR purchases. As of December 31, 2024, we have recorded a liability for representation and warranty obligations and similar indemnification obligations of $27.4 million. See Note 27 — Contingencies for additional information.

Litigation

In the ordinary course of business, we are a defendant in, or a party or potential party to, many threatened and pending litigation matters. We monitor our litigation matters, including advice from external legal counsel, and regularly perform assessments of these matters for potential loss accrual and disclosure. We establish liabilities for settlements, judgments on appeal and filed and/or threatened claims for which we believe it is probable that a loss has been or will be incurred and the amount can be reasonably estimated based on current information regarding these matters. Where we determine that a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible loss is not material to our financial position, results of operations or cash flows. Management’s assessment involves the use of estimates, assumptions, and judgments, including progress of the matter, prior experience, available defenses, and the advice of legal counsel and other experts. Accruals are adjusted as more information becomes available or when an event occurs requiring a change. Our total accrual for probable and estimable legal and regulatory matters, including accrued legal fees, was $16.0 million at December 31, 2024. It is possible that we will incur losses relating to threatened and pending litigation that materially exceed the amount accrued. We cannot currently estimate the amount, if any, of reasonably possible losses above amounts that have been recorded at December 31, 2024.

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RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements

For additional information, see Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for additional information.

Our adoption of the standards listed below in 2024 did not have a material impact on our consolidated financial statements:

•Leases (ASC 842) Common Control Arrangements (ASU 2023-01)

•Segment Reporting (ASC 280) Improvements to Reportable Segment Disclosures (ASU 2023-07)

FY 2023 10-K MD&A

SEC filing source: 0001628280-24-007261.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-27. Report date: 2023-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)

The Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2023 and 2022 items and provides year-to-year comparisons between 2023 and 2022. Discussions of year-to-year comparisons between 2022 and 2021 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 28, 2023.

OVERVIEW

We are a leading non-bank mortgage servicer and originator providing solutions through our primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH is one of the largest non-bank servicers in the country based on UPB, focused on delivering a variety of servicing and lending programs. PHH is one of the largest correspondent lenders in the U.S. based on origination UPB. Liberty is one of the nation’s largest reverse mortgage lenders and servicer based on origination and securitization UPB, dedicated to education and providing loans that help customers meet their personal and financial needs. We serviced or subserviced 1.3 million loans with a total UPB of $288.4 billion on behalf of more than 3,900 investors and 113 subservicing clients as of December 31, 2023. We service all mortgage loan classes, including conventional, government-insured, non-Agency, small-balance commercial and multi-family loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window and co-issue programs, bulk MSR purchase transactions, and subservicing agreements.

The table below summarizes the volume of Originations by channel during 2023, compared with the volume of the two preceding years. The volume of Originations is a key driver of the profitability of our Originations segment, together with margins, and a key driver of the replenishment and growth of our Servicing segment. In 2023, we added $50.4 billion of new volume, mainly $27.6 billion of new subservicing and $22.3 billion of non-bulk new servicing, as further detailed in the below table.

$ In billionsUPB$ Change
Years Ended December 31,2023 vs 20222022 vs 2021
202320222021
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$0.4$1.2$2.4$(0.9)$(1.2)
Correspondent MSR (1)12.215.616.6(3.4)(1.0)
Flow and Agency Cash Window MSR purchases (2)9.111.320.4(2.3)(9.1)
Reverse mortgage servicing (3)0.71.41.5(0.8)(0.1)
Total servicing22.329.541.0(7.2)(11.5)
Bulk purchases (2)0.54.555.1(4.1)(50.6)
Total servicing additions22.834.096.1(11.3)(62.1)
Interim forward subservicing6.812.614.7(5.8)(2.1)
Other new forward subservicing19.429.026.9(9.5)2.1
Reverse subservicing1.413.214.3(11.9)(1.1)
Total subservicing additions (4)27.654.855.9(27.2)(1.1)
Total servicing and subservicing UPB additions$50.4$88.8$152.0$(38.4)$(63.2)

(1)Represents the UPB of loans that have been originated or purchased (funded) during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.

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(4)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business.

The following table summarizes the average volume of our Servicing segment in 2023, compared with the two preceding years. The average servicing volume is a key driver of the profitability of our Servicing segment. In 2023, our total average servicing and subservicing portfolio increased $10.9 billion, or 4%, net of runoff, primarily driven by a $9.4 billion increase in MAV UPB and $4.6 billion new MSR capital partners to whom we sell MSRs while retaining the subservicing, offset in part by a $5.0 billion runoff of Rithm servicing portfolio. Our average owned MSR servicing portfolio stayed relatively flat year over year, with a $1.9 billion, or 2% increase.

$ in billionsAverage UPB$ Change
Years Ended December 31,2023 vs 20222022 vs 2021
202320222021
Owned MSR$123.8$121.9$117.5$1.9$4.4
Rithm47.052.061.4(5.0)(9.4)
MAV51.942.59.19.433.4
Subservicing (including reverse subservicing)56.457.024.7(0.7)32.3
Reverse mortgage loans (owned)7.87.46.80.40.6
Commercial and other servicing0.90.81.20.2(0.4)
Other MSR capital partners4.64.6
Total servicing and subservicing UPB (average)$292.4$281.6$220.7$10.9$60.9

As of December 31, 2023 and 2022, the total servicing and subservicing UPB amounted to $288.4 billion and $289.8 billion, respectively, a net decrease of $1.3 billion or 0.5%.

The following table presents key market interest rates and respective changes in the periods presented. As further discussed, the 30-year fixed rate mortgage is a key driver of the Originations volumes, the 10-year Treasury rate is a key benchmark for MSR valuation and hedging activities, and the 1-month SOFR is a key benchmark for the profitability of our Servicing segment (including float earnings and asset-backed financing cost). In 2023, mortgage interest rates continued to rise following the decision of the Federal Reserve to continue to raise its federal funds target rate (with four times a 25-basis point increase from February to July 2023), resulting in the 30-year fixed rate mortgage reaching its peak 7.79% in October, 2023 and its yearly average up 1.5 percentage points higher than the prior year. This rate increase continued to depress the origination market, significantly limiting refinance opportunities and maintaining pressure on borrower affordability. The 30-year fixed rate mortgage dropped in the fourth quarter of 2023 to return to levels similar to December 31, 2022 (up 19 basis points). Similarly, while the 10-year Treasury rate, a benchmark for MSR fair value changes attributable to rates, stayed flat year-over-year, it increased 140 basis points from March 31, 2023 to October 31, 2023 and decreased 100 basis points from October 31, 2023 to December 31, 2023.

Years Ended December 31,
202320222021
30-year fixed rate mortgage (1)
Average6.80%5.30%2.95%
End of period6.61%6.42%3.11%
End of period change (percentage points)0.193.310.44
10-year Treasury rate
End of period3.88%3.88%1.52%
End of period change (percentage points)2.360.61
Average 1-month SOFR5.07%1.85%0.04%

(1)Source: Freddie Mac PMMS - Primary Mortgage Market Survey

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Financial Highlights

Results of operations for 2023

•Net loss of $64 million, or $8.34 loss per share basic and diluted

•Servicing and subservicing fee revenue of $947 million

•Originations gain on sale of $30 million

• $89 million MSR valuation loss attributable to rate and assumption changes, net of hedging

Financial condition at the end of the year

•Stockholders’ equity of $402 million, or $52.29 book value per common share

•MSR investment of $2.3 billion, down $393 million, and $10.9 billion increase in the average serviced and subserviced UPB as compared to the prior year

•Cash position of $202 million

•Total assets of $12.5 billion

Business Initiatives

We established the following key operating objectives to return to sustainable profitability and create long-term value for shareholders. As our near-term priority remains to return to sustainable profitability, we continue to execute our strategy around these objectives:

•Leveraging the core strengths of our balanced and diversified business through a continued focus on servicing and maintaining agility to address market-cycle opportunities;

•Driving prudent growth adapted for the environment, including emphasis on subservicing to drive capital-light servicing portfolio UPB growth and expansion of higher margin originations products and clients to drive accretive MSR investments;

•Reducing cost structure across the organization to achieve industry cost leadership by maintaining continuous cost improvement discipline and optimizing technology, global operations, and scale;

•Delivering industry top-tier servicing operational performance and driving increased borrower and client satisfaction.

•Optimizing liquidity, diversifying capital sources, including our multi-investor partnership model to fund new MSR originations which enables capital-light servicing portfolio growth and interest rate risk mitigation, and allocating capital to deliver value for shareholders, including deleveraging through opportunistic repurchases of our senior secured notes.

Our growth strategy includes acquiring assets and/or operations of complementary businesses, by means of acquisition, merger or other transaction forms. Our strategy may also include pursuing large transactions, including bulk purchases or sales of MSRs. We have engaged in such transactions in the past, and we continue to explore opportunities that may be accretive to our business and stockholders’ value.

Results of Operations and Financial Condition

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report on Form 10-K.

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Condensed Results of OperationsYears Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Revenue$1,066.7$953.9$1,050.112%(9)%
MSR valuation adjustments, net(232.2)(10.4)(98.5)n/m(89)
Operating expenses412.1532.4609.3(23)(13)
Other income (expense), net(480.5)(386.2)(346.7)2411
Income (loss) before income taxes(58.1)24.9(4.4)(333)(670)
Income tax expense (benefit)5.6(0.8)(22.4)(795)(96)
Net income (loss)(63.7)25.718.1(348)42
Segment income (loss) before income taxes:
Servicing$9.9$127.7$52.2(92)%145%
Originations(2.0)2.989.8(169)(97)
Corporate Items and Other(66.1)(105.7)(146.3)(37)(28)
$(58.1)$24.9$(4.4)(333)%(670)%
n/m: not meaningful

Ocwen reported a $63.7 million net loss in 2023, as compared to $25.7 million net income in 2022, mostly driven by the following:

•A $112.8 million, or 12% increase in revenue, with $166.1 million, or 20% growth in Servicing revenue partially offset by lower revenue in Originations. With a 4% increase of our average servicing volume, the Servicing revenue increase is primarily driven by interest rates, with $87.1 million incremental float and other ancillary income in 2023 and $47.0 million fair value losses on our reverse portfolio reported in 2022. In addition, a net favorable $24.5 million fair value change year-over-year was attributable to two key transactions (with gains on mortgage buyouts acquisition and securitization in 2023 and losses on Ginnie Mae EBO delinquent loan buyouts and sale in 2022). The decline in Originations revenue is primarily driven by significant decreases in volumes across all channels due to higher market interest rates affecting borrower behaviors.

•A $221.8 million higher loss on MSR valuation adjustments, net, primarily driven by MSR fair value gains reported in 2022 with changes in market interest rates (the 10-year Treasury rate increased by more than 2 percentage points in 2022, and remained flat in 2023), unfavorable MSR interest rate hedging strategy performance, and additional unfavorable rate and assumption updates to reflect market participant perspectives on the fair value of our MSRs and MSR pledged liabilities with actual trade pricing levels in 2023.

•A $120.3 million decrease in operating expenses, primarily due to lower production volume and headcount in our Originations segment, additional cost reductions across all segments and the reversal of our accrual related to the CFPB matter resolved in 2023.

•A $94.3 million increase in Other expense, net primarily due to $55.2 million higher net interest expense driven by a more than 300 basis point increase in average short-term interest rates, the indices of our asset-backed financings, and a $41.3 million increase in Pledged MSR liability expense mostly due to an increase in servicing spread remittance on the Excess Servicing Spread (ESS) financing liabilities issued beginning in the third quarter of 2022.

•A $6.4 million increase in income tax expense, primarily due to income tax benefit recognized in 2022 related to the favorable resolution of uncertain tax positions.

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Total Revenue

The below table presents total revenue by segment:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Servicing$994.6$828.5$825.520%—%
Originations72.1141.1249.9(49)(44)
Corporaten/m(100)
Total segment revenue (1)$1,066.7$969.6$1,075.410(10)

(1)Refer to Note 23 — Business Segment Reporting for a reconciliation to Total revenue for 2022 and 2021 and the change in presentation of CRL activities.

Total segment revenue for 2023 was $97.1 million, or 10%, higher as compared to 2022 due to a $166.1 million increase in Servicing revenue partially offset by a $69.0 million decrease in Originations revenue.

•The $166.1 million, or 20% increase in Servicing revenue is driven by an $87.1 million increase in float and other ancillary income with higher interest rates, a $15.7 million revaluation gain on reverse mortgage buyouts opportunistically acquired at a discount and securitized in 2023, and a 4% increase in average volume. In addition, the year-over-year revenue increase is impacted by losses recognized in 2022, with $47.0 million fair value losses on the reverse loans held for investment and HMBS-related borrowings, net driven by increasing interest rates and widening yield spread in 2022, and an $8.8 million loss on certain delinquent and aged loans repurchased in connection with the Ginnie Mae EBO program and sold.

•The $69.0 million, or 49% decrease in Originations revenue is primarily driven by a decrease in volumes across all channels due to higher market interest rates affecting borrower behaviors. Our reverse channels reported a $38.0 million decrease in gains on a 53% decline in volume, our forward channels reported a $22.6 million decrease in gains on sale mostly driven by lower recapture volume offset in part by higher margin, and an $8.4 million decline in fees primarily due to lower production volume.

MSR Valuation Adjustments, Net

The table below presents the key components of MSR valuation adjustments, net which include MSRs, MSR pledged liabilities and ESS financing liabilities at fair value, together with MSR hedging derivatives:

Years Ended December 31,
202320222021
Realization of expected cash flows (runoff)$(143.6)$(164.5)$(160.8)
Fair value gains (losses) due to rates and assumptions(55.5)261.071.9
MSR hedging derivative fair value gain (loss)(33.1)(106.9)(9.5)
Sub-total fair value gains (losses) due to rates and assumptions, net of hedging (1)(88.6)154.162.3
MSR valuation adjustments, net$(232.2)$(10.4)$(98.5)

(1)Excludes fair value changes of reverse mortgage loans held-for-investment and HMBS related borrowing due to rates and assumptions that are part of the MSR hedging strategy. Refer to the MSR Hedging Strategy section of Item 7A. Quantitative and Qualitative Disclosures about Market Risks for further detail.

The $232.2 million loss on MSR valuation adjustments, net in 2023 is comprised of $143.6 million runoff, $55.5 million fair value loss attributed to rates and assumptions and $33.1 million loss on MSR hedging derivatives. MSR valuation adjustments, net decreased by $221.8 million (higher loss) in 2023 compared to 2022 largely driven by interest rates, as discussed below.

•MSRs are subject to runoff, a fair value decline due to the realization of expected cash flows and yield based on projected borrower behavior, including scheduled amortization of the loan UPB together with projected voluntary prepayments. The favorable $20.9 million decrease in runoff year-over-year is mostly due to the ESS financing liabilities issued beginning in the third quarter of 2022 and MSR sales.

•The $55.5 million fair value loss due to rates and assumptions in 2023 is largely attributed to unfavorable assumption updates to reflect market participant perspectives on MSRs and MSR pledged liabilities with actual trade pricing levels

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as the 10-year Treasury rate remained flat in 2023. The change from a $261.0 million fair value gain in 2022 to a loss in 2023 is also due to changes in market interest rates as the 10-year Treasury rate increased 236 basis points in 2022.

•MSR hedging derivative fair value gains or losses are designed to partially offset the expected fair value losses or gains, respectively, of the net MSR, MSR pledged liabilities and ESS exposure, commensurate with our target hedge coverage ratio. As the 10-year Treasury rate remained flat in 2023, the $33.1 million derivative loss is primarily driven by hedge cost and hedge ineffectiveness associated with non-parallel changes in the interest rate curve, mortgage basis and market volatility, among other factors. The $73.8 million year-over-year decline in hedging losses is mainly due to an increase in interest rates in 2022, also considering the change in our hedge coverage ratio. Also refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy and its effectiveness and the Servicing segment for a further discussion of MSR valuation adjustments, net.

Operating Expenses

The table below presents the key components of operating expenses:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Compensation and benefits$229.2$289.4$297.9(21)%(3)%
Servicing and origination57.364.9113.6(12)(43)
Technology and communications52.557.956.0(9)3
Professional services22.349.381.9(55)(40)
Occupancy, equipment and mailing31.841.836.5(24)14
Other expenses19.029.123.3(35)25
Total operating expenses$412.1$532.4$609.3(23)(13)
Average headcount4,6705,4765,205(15)5

Compensation and benefits expense for 2023 decreased $60.2 million, or 21%, as compared to 2022 largely due to a $44.7 million decrease in salaries and benefits and a $10.8 million decrease in severance expense. Our total average headcount declined 15% (including a 33% decline in total average U.S. based headcount), driven by a 50% decline in Originations average headcount as part of our efforts to right size resources to market opportunities, and a 25% reduction in our average U.S. based Servicing headcount reflecting our goal to improve efficiencies and create an industry leading cost structure. In addition, commissions decreased by $11.4 million due to lower production volume and headcount in our Originations segment. Offsetting in part was a $9.2 million increase in incentive compensation related to our management performance-based plans primarily due to an increase in equity classified share-based awards expense attributed to new share-based awards granted in 2023, and at a higher average grant-date fair value, lower forfeitures in 2023, and an increase in cash awards.

Servicing and origination expense for 2023 decreased $7.6 million, or 12%, as compared to 2022, mostly driven by lower Originations volume and a reduction in indemnification reserves in 2023 due to favorable representation and warranty demand activity and resolutions. Servicing segment expense was mostly flat, as compared to 2022.

Technology and communications expense for 2023 decreased $5.4 million, or 9%, as compared to 2022 mainly due to cost reduction initiatives with our vendors for our Corporate support functions and lower Originations volume.

Professional services expense for 2023 decreased $27.0 million, or 55%, as compared to 2022 primarily due to a $13.7 million decline in legal expenses and a $13.3 million decrease in other professional fees. The decline in legal expenses is primarily due to the reversal of our accrual related to the CFPB matter resolved in 2023 offset in part by lower recoveries of prior year expenses in 2023 as compared to 2022. The decrease in other professional fees is driven by our cost saving initiatives including the reduction of outsourced resources and insurance costs.

Occupancy, equipment and mailing expense for 2023 decreased $10.0 million, or 24%, as compared to 2022. The expense reduction was primarily due to our exit or downsize of certain leased office facilities in the second half of 2022, including our exit from our New Jersey leased office facility, and lower mailing costs.

Other expenses for 2023 decreased $10.1 million as compared to 2022 mainly due to a $5.8 million decrease in advertising expense mostly attributed to our Originations segment and a decline in bank charges due to higher earnings credits as a result of higher interest rates.

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Other Income (Expense)

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Net interest expense$(195.6)$(140.4)$(117.6)39%19%
Pledged MSR liability expense(296.3)(255.0)(221.3)1615
Gain (loss) on extinguishment of debt1.30.9(15.5)43(106)
Earnings of equity method investee7.318.53.6(61)411
Other, net2.8(10.2)4.1(127)(349)
Other income (expense), net$(480.5)$(386.2)$(346.7)2411

Net interest expense for 2023 increased $55.2 million, or 39%, as compared to 2022 primarily due to an increase in the cost of funds of our asset-backed financing facilities mostly driven by a more than 300 basis point increase in short-term interest rates, and the repayment of a lower-cost servicing advance facility during the third quarter of 2022.

In 2023 and 2022, we repurchased $15.0 million and $25.0 million, respectively, of PMC 7.875% Senior Secured Notes due March 2026 in the open market at a discount and recognized gains on extinguishment of the debt, net of the respective write-off of unamortized discount and debt issuance costs.

Other, net expense for 2023 decreased $13.0 million as compared to 2022 primarily driven by $5.7 million of compensation from a subservicer related to a negotiated subservicing termination in the fourth quarter of 2023. The payment received offsets an unfavorable impact to the fair value of the associated MSRs (reported as a loss in MSR valuation adjustments, net). In addition, early payoff protection expense decreased by $3.0 million in 2023 in connection with our MSR sale transactions.

Refer to Servicing segment for discussion and analysis of Pledged MSR liability expense and Earnings of equity method investee.

Income Tax Benefit (Expense)

Years Ended December 31,
202320222021
Income tax expense (benefit)$5.6$(0.8)$(22.4)
Income (loss) before income taxes(58.1)24.9(4.4)
Effective tax rate(10)%(3)%509%

Our effective tax rate for the periods indicated in the table above differs from the 21% federal statutory income tax rate primarily due to the full valuation allowance recorded on our net U.S. federal and state deferred tax assets. We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we give more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses. The U.S. jurisdiction is in a cumulative loss position for the three-year period ended December 31, 2023. We evaluated all positive and negative evidence and determined that a full valuation allowance at December 31, 2023 remains appropriate. The income tax expense (benefit) is primarily comprised of income taxes in foreign jurisdictions and changes in uncertain tax positions. Refer to Note 20 — Income Taxes for further details on deferred tax assets.

For 2023, income tax expense of $5.6 million was driven primarily by pre-tax earnings in foreign jurisdictions, current taxable income in the U.S., and the accrual of additional interest and penalties on uncertain tax positions. The $6.4 million increase in income tax expense for 2023, compared with 2022, is mostly due to the favorable resolution of uncertain tax positions in 2022 and current taxable income in the U.S. The decline in the effective tax rate is primarily due to the $83.0 million decrease in pre-tax earnings in 2023 compared to 2022, as well as the $6.4 million increase in income tax expense for 2023, compared to 2022.

Under our transfer pricing agreements, our operations in India and Philippines are compensated on a cost-plus basis for the services they provide, such that even when we have a consolidated pre-tax loss from operations these foreign operations have taxable income, which is subject to statutory tax rates in these jurisdictions that are higher than the U.S. statutory rate of 21%.

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Financial Condition

Financial Condition SummaryDecember 31,$ Change% Change
20232022
Cash and cash equivalents$201.6$208.0$(6.4)(3)%
Restricted cash53.566.2(12.7)(19)
MSRs, at fair value2,272.22,665.2(393.0)(15)
Advances, net678.8718.9(40.1)(6)
Loans held for sale677.3622.754.59
Loans held for investment, at fair value7,975.57,510.8464.86
Receivables, net154.8180.8(26.0)(14)
Investment in equity method investee37.842.2(4.5)(11)
Premises and equipment, net13.120.2(7.2)(35)
Other assets449.2364.285.023
Total assets$12,513.7$12,399.2$114.51%
Total Assets by Segment
Servicing$11,687.6$11,537.7$149.91%
Originations551.9570.5(18.6)(3)
Corporate Items and Other274.3291.1(16.8)(6)
$12,513.7$12,399.2$114.51%
HMBS-related borrowings, at fair value$7,797.3$7,326.8$470.56
Other financing liabilities, at fair value900.01,137.4(237.4)(21)
Advance match funded liabilities499.7513.7(13.9)(3)
Mortgage loan financing facilities, net710.6702.77.91
MSR financing facilities, net916.2953.8(37.6)(4)
Senior notes, net595.8599.6(3.7)(1)
Other liabilities692.3708.5(16.2)(2)
Total liabilities12,111.911,942.5169.41
Total stockholders’ equity401.8456.7(54.9)(12)
Total liabilities and equity$12,513.7$12,399.2$114.51%
Total Liabilities by Segment
Servicing$11,276.5$11,051.3$225.22%
Originations517.5544.2(26.8)(5)
Corporate Items and Other318.0346.9(29.0)(8)
$12,111.9$11,942.5$169.41%
Book value per share$52.29$60.68$(8.40)(14)%

Total assets increased by $114.5 million, or 1%, between December 31, 2022 and December 31, 2023 due to a $464.8 million increase in loans held for investment mostly driven by capitalization of interest, and a $54.5 million increase in our loans held for sale portfolio after our acquisition of reverse mortgage buyouts. These increases were offset by a $393.0 million decrease in our MSR portfolio mostly attributed to the derecognition of $421.7 million MSRs associated with Rithm servicing agreements for which MSR sale accounting criteria was met, and a $40.1 million decline in servicing advances, mainly due to the runoff of our non-Agency MSR portfolio and increased collection of foreclosure related advances associated with default resolutions.

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Total liabilities increased by $169.4 million, or 1%, as compared to December 31, 2022 with similar effects as described above. Our HMBS-related borrowings increased by $470.5 million mostly due to fair value changes attributable to interest. The $237.4 million decrease in Other financing liabilities is primarily due to the derecognition of $421.7 million Pledged MSR liabilities associated with Rithm servicing agreements for which MSR sale accounting criteria was met as disclosed above, offset in part by the issuance of ESS financing liabilities and increased other Pledged MSR liabilities in connection with MSR transfers that did not qualify for sale accounting. The issuance of ESS financing liabilities and increased other Pledged MSR liabilities allowed for the repayment of MSR financing facilities, driving a $37.6 million decrease. This shift in financing instruments is the result of our strategy to use MSR capital partners and further de-risk our MSR exposure. Advance match funded liabilities decreased $13.9 million consistent with the decline in servicing advances discussed above.

Total equity decreased $54.9 million during 2023 due to the $63.7 million net loss, partially offset by $7.5 million equity-based compensation driven by additional awards. See Note 16 — Stockholders’ Equity for additional information.

Key Trends

The following discussion provides information regarding certain key drivers of our financial performance and includes certain forward-looking statements that are based on the current beliefs and expectations of Ocwen’s management and are subject to significant risks and uncertainties. Refer to Forward-Looking Statements beginning on page 2 and the Risk Factors section beginning on page 18, for discussion of certain of those risks and uncertainties and other factors that could cause Ocwen’s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results will be in line with the outlook information set forth below, and Ocwen does not undertake to update any forward-looking statements. Also refer to the Segment results of operations section for further detail, the description of our business environment, initiatives and risks.

Servicing and subservicing fee revenue - Our servicing fee revenue is a function of the volume being serviced - UPB for servicing fees and loan count for subservicing fees. We expect we will continue to grow our servicing and subservicing portfolio through our multi-channel Originations platform and through MSR capital partners, with an emphasis on subservicing.

Gain on sale of loans held for sale - Our gain on sale is driven by both volume and margin and is channel-sensitive. The industry forecasts suggest an increase in loan origination in 2024 in excess of 20% as compared to historical low origination volumes in 2023, including refinance volume increase in excess of 50% with lower mortgage interest rates in the second half of 2024. We anticipate a significant growth in our Consumer Direct channel albeit lower than the industry forecast as we do not anticipate any substantial growth in our refinance recapture volume absent any notable decrease in prevailing mortgage rates. We expect to continue to prudently manage our Correspondent volume at margins that are accretive to the business. We expect continued competitive pressure on margins across all channels.

Gain on reverse loans held for investment and HMBS-related borrowings, net - The reverse mortgage origination gain is driven by the same factors as gain on sale of loans held for sale, with smaller volumes in the reverse mortgage market and generally larger margins. With our experience and brand in the marketplace, we expect to continue to maintain or prudently grow our portfolio albeit with some channel mix changes. We expect continued uncertain market interest rate and spread conditions. The fair value of the net reverse servicing asset is expected to continue to follow market conditions, with fair value gains or losses generally associated with declining or increasing interest rates and spread, respectively, and is part of our forward MSR hedging strategy.

MSR valuation adjustments, net - Our net MSR fair value changes include multiple components. First, amortization of our investment is a function of the UPB, capitalized value of the MSR relative to the UPB, and the level of scheduled payments and prepayments. We expect the MSR realization of expected cash flows to follow the growth or size of our MSR portfolio net of ESS financing liabilities and pledged MSR liabilities with our MSR capital partners. Second, MSR fair value changes are driven by changes in interest rates and assumptions, such as forecasted prepayments. Third, the MSR fair value changes are partially offset by derivative fair value changes that economically hedge the MSR portfolio. We are exposed to increased interest rate volatility due to our interest rate sensitive GSE MSR portfolio. Our hedging strategy provides only partial hedge coverage and we would expect net MSR fair value losses if interest rates drop and conversely, net MSR fair value gains if interest rates rise, also dependent on our hedge coverage ratio. We expect that, other things being equal, the magnitude of the fair value changes of the MSR portfolio due to market interest rates, net of the MSR hedges, to decrease if our hedge coverage ratio increases, or vice versa. Refer to the sensitivity analysis in the Market Risk sections of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for further detail.

Operating expenses - Compensation and benefits are a significant component of our cost-to-service and cost-to-originate and is directly correlated to headcount levels. Headcount in Servicing is primarily driven by the number of loans or UPB being serviced and subserviced, and by the relative mix of performing, delinquent and defaulted loans. As servicing volume is expected to modestly increase (see above), we expect a stable workforce with productivity gains. We expect to continue to prudently manage our Originations headcount and operating expenses to align with funded volume. Our operating expenses are expected to correlate with volumes, with some productivity and efficiencies expected through our technology and continuous

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improvement initiatives. Elevated inflation may result in higher operating expenses due to increases in salaries and benefits and rates charged by our vendors.

Stockholders’ equity - With the above considerations, we expect our businesses to generate net income and increase our equity in 2024, absent any significant adverse change in interest rates or other factors.

SEGMENT RESULTS OF OPERATIONS

We report our activities in three segments, Servicing, Originations and Corporate Items and Other that reflect other business activities that are currently individually insignificant. Our business segments reflect the internal reporting that we use to evaluate operating and financial performance and to assess the allocation of our resources.

Servicing

We earn contractual monthly servicing fees pursuant to servicing agreements pertaining to MSRs we own, which are typically payable as a percentage of UPB, as well as ancillary fees, including late fees, modification incentive fees, REO referral commissions, float earnings and convenience or other loan collection fees, where permitted. We also earn fees under subservicing arrangements with banks and other institutions, that are typically on a per-loan basis and vary based on loan delinquency status.

As of December 31, 2023, we serviced 1.3 million mortgage loans with an aggregate UPB of $288.4 billion, a decrease of 2% and 0.5%, respectively, from December 31, 2022. The average UPB during 2023 increased by 4% or $10.9 billion compared to 2022.

Effective in the fourth quarter of 2023, the Servicing segment includes CR Limited (CRL), our wholly-owned captive reinsurance subsidiary previously included in the Corporate Items and Other segment. Segment results for 2022 and 2021 have been recast to conform to the current segment presentation. CRL provides re-insurance related to coverage on foreclosed real estate properties owned or serviced by us. CRL assumes a 60% quota share of REO insurance coverage written by a third-party insurer under a blanket policy issued to PHH. The underlying REO policy provides coverage for direct physical loss on commercial and residential properties, subject to certain limitations.

Concentration

Rithm is one of our largest subservicing clients. Servicing and subservicing fees from Rithm amounted to $230.2 million, or 31% of total servicing and subservicing fees (excluding ancillary income) in 2023. Rithm accounted for 16% and 27% of the total serviced UPB and loan count, respectively, of our servicing and subservicing portfolio as of December 31, 2023, and 67% of all delinquent loans that Ocwen serviced, for which the cost to service and the associated risks are higher. Rithm servicing fees retained by Ocwen represented approximately 12% and 13% of the total servicing and subservicing fees earned by Ocwen, net of servicing fees remitted to Rithm, for 2023 and 2022, respectively. Consistent with a subservicing relationship, Rithm is responsible for funding the advances we service on its behalf. The servicing agreements automatically renew annually unless notice of termination is provided. Refer to Note 8 — Other Financing Liabilities, at Fair Value.

Servicing and subservicing fees from MAV amounted to $75.3 million or 10% of total servicing and subservicing fees (excluding ancillary income) in 2023. MAV represented 19% and 15% of our total servicing and subservicing portfolio UPB and loan count, respectively, as of December 31, 2023. In May 2021, PHH entered into a subservicing agreement with MAV for exclusive rights to service the mortgage loans underlying MSRs owned by MAV. MAV provides us with a source of additional subservicing volume, either with the MSRs that MAV purchases outright from third parties or with the MSRs that MAV purchases from PHH. Although the servicing agreement is not cancellable without mutual agreement, MAV is permitted to sell its MSR portfolio, in whole or in part, without Ocwen’s consent after May 3, 2024. Refer to Note 12 — Investment in Equity Method Investee and Related Party Transactions.

Loan Resolutions

We have a strong track record of success as a leader in the servicing industry in foreclosure prevention and loss mitigation that helps homeowners stay in their homes and improves financial outcomes for mortgage loan investors. Reducing delinquencies also enables us to recover advances and recognize additional ancillary income, such as late fees, which we do not recognize on delinquent loans until they are brought current. Loan resolution activities address the pipeline of delinquent loans and generally lead to (i) modification of the loan terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan (e.g., a “short sale”), or (iv) foreclosure or deed-in-lieu-of-foreclosure and sale of the resulting REO. Loan modifications must be made in accordance with the applicable servicing agreement as such agreements may require approvals or impose restrictions upon, or even forbid, loan modifications. To select an appropriate loan modification option for a borrower, we perform a structured analysis, using a proprietary model, of all options using information provided by the borrower as well as external data, including recent broker price opinions to value the mortgaged property. Our proprietary model includes, among other things, an assessment of re-default risk.

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Advance Obligation

As a servicer, we are generally obligated to advance funds in the event borrowers are delinquent on their monthly mortgage related payments. We advance principal and interest (P&I Advances), taxes and insurance (T&I Advances) and legal fees, property valuation fees, property inspection fees, maintenance costs and preservation costs on properties that have been foreclosed (Corporate Advances). For certain loans in non-Agency securitization trusts, we have the ability to cease making P&I advances and immediately recover advances previously made from the general collections of the respective trust if we determine that our P&I advances cannot be recovered from the projected future cash flows. With T&I and Corporate advances, we continue to advance if net future cash flows exceed projected future advances without regard to advances already made.

Most of our advances have the highest reimbursement priority (i.e., they are “top of the waterfall”) so that we are entitled to repayment from respective loan or REO liquidation proceeds before any interest or principal is paid on the bonds that were issued by the trust. In the majority of cases, advances in excess of respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. The costs incurred in meeting these obligations consist principally of the interest expense incurred in financing the servicing advances. Most subservicing agreements, including our agreements with Rithm and MAV, provide for prompt reimbursement of any advances from the owner of the servicing rights. Refer to Note 25 — Commitments to the Consolidated Financial Statements for further description of servicer advance obligations.

MSR Valuation Adjustments

The financial performance of our Servicing segment is impacted by the changes in fair value of the MSR portfolio due to changes in market interest rates, among other factors. Our MSR portfolio is carried at fair value, with changes in fair value recorded in earnings, within MSR valuation adjustments, net. The fair value of our MSRs is typically correlated to changes in market interest rates; as interest rates decrease, the value of the MSR portfolio typically decreases as a result of higher anticipated prepayment speeds. Conversely, as interest rates increase, the value of the servicing portfolio typically increases as a result of lower anticipated prepayment speeds. Prepayments do not vary linearly with interest rates resulting in the convexity of the MSR, i.e., the interest rate sensitivity of the MSR changes when interest rates change. Specifically, as interest rates further increase, the lower the fair value of the MSR increases. The sensitivity of MSR fair value to interest rates is typically higher for higher credit quality loans, such as our Agency loans. Our Non-Agency portfolio is significantly seasoned, with an average loan age of approximately 18 years, exhibiting little response to movements in market interest rates.

Our MSR hedging policy is designed to reduce the expected volatility of the MSR portfolio fair value due to market interest rates commensurate with the target hedge coverage ratio determined by our Market Risk Committee. The target hedge coverage ratio increased in 2023 from 25% to 60% in the second quarter and 100% in December 2023. Also refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further detail on our hedging strategy.

MSR valuation adjustments, net includes the loss on the MSR portfolio associated with the realization of its expected cash flows, or runoff, due to the passage of time, and any fair value gains or losses due to inputs, market interest rates or assumptions, net of hedging gains and losses. Included in MSR valuation adjustments, net are fair value gains and losses of the MSR pledged liability associated with the MSR transfers that do not meet sale accounting and the ESS financing liabilities for which we elected the fair value option and that is collateralized by MSRs.

To determine fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, generally the bulk market, incorporating available industry survey results and client feedback, and including risk premiums and liquidity adjustments. While interest rates are a key value driver, MSR fair value may change for other market-driven factors, including but not limited to the supply and demand of the market or the required yield or perceived value by investors of such MSRs.

Significant Variables

The following factors could significantly impact the results of our Servicing segment from period to period.

Aggregate UPB and Loan Count. Servicing fees are generally earned as a percentage of UPB and subservicing fees are earned on a per-loan basis or as a percentage of UPB. As a result, the change in aggregate UPB and loan count for which we have servicing rights or subservice will directly impact our revenue contributed by our Servicing segment. Aggregate UPB and loan count decline over time as a result of portfolio run-off or sales and increase to the extent we retain MSRs from new originations or engage in MSR acquisitions.

Cost to Service and Operating Efficiency. Our operating results for our Servicing segment are heavily dependent on our ability to scale our operations to cost-effectively and efficiently perform servicing activities in accordance with our servicing agreements.

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Delinquencies. Delinquencies impact our financial results and operating cash flows for our Servicing segment. Non-performing loans are more expensive to service because the loss mitigation activities that we must undertake to keep borrowers in their homes or to foreclose, if necessary, are costlier than the activities required to service a performing loan. These loss mitigation activities include increased contact with the borrower for collection and the development of forbearance plans or loan modifications by highly skilled associates who command higher compensation as well as the higher compliance costs associated with these, and similar activities. In addition, when borrowers are delinquent, the amount of funds that we are required to advance to the investors increases. We utilize servicing advance financing facilities, which are asset-backed (i.e., match funded liabilities) securitization facilities, to finance a portion of our advances. As a result, increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a significant impact on our Servicing segment. Items reducing UPB include scheduled and unscheduled principal payments (runoff), refinancing, loan modifications involving forgiveness of principal, voluntary property sales and involuntary property sales such as foreclosures. Prepayment speed impacts future servicing fees, runoff and valuation of MSRs, float earnings on float balances and interest expense on advances. Increases in anticipated lifetime prepayment speeds generally cause MSR valuation adjustments to increase because MSRs are valued based on total expected servicing income over the life of a portfolio. The converse is true when expectations for prepayment speeds decrease. Prepayments do not vary linearly with interest rates resulting in the convexity of the MSR, i.e., the interest rate sensitivity of the MSR changes when interest rates change. Specifically, as interest rates further increase, the lower the fair value of the MSR increases.

Interest rates. In addition to the impact of interest rate changes on prepayment speeds, the fair value of the MSR and associated hedging activities, float earnings on float balances, and the funding cost of servicing advances and MSR financing facilities are directly impacted by interest rate changes.

Reverse Mortgages

Our reverse business activities include both the subservicing of reverse mortgage loans on behalf of investors and the servicing of our owned portfolio.

The activities and financial performance related to our owned portfolio of reverse mortgage loans that are securitized and classified as held for investment, at fair value, together with the HMBS-related borrowings, at fair value are reflected in the Servicing segment. Once a reverse mortgage loan is securitized, our activities are generally consistent with other loan servicing as described above, with the following variations.

Under the terms of ARM-based HECM loan agreements, the borrowers have additional borrowing capacity of $1.8 billion at December 31, 2023. These draws or tails are funded by the servicer and are subsequently securitized. We do not incur any substantive underwriting, marketing or compensation costs in connection with any future draws, although we must maintain sufficient capital resources and available borrowing capacity to ensure that we are able to fund these future draws prior to securitization with Ginnie Mae (generally less than 30 days).

As an HMBS issuer, we assume certain obligations related to each security issued. In addition to our obligation to fund tails, the most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once they reach 98% of the maximum claim amount (MCA repurchases or active buyouts). Active repurchased loans or buyouts are assigned to HUD and payment is received from HUD through a claims process, generally within 90 days. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount; we bear the risk of exposure if the outstanding balance on a loan exceeds the maximum claim amount. Inactive repurchased loans or buyouts (loans that are in default for one of the following reasons - title conveyances or the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments) are generally liquidated through foreclosure and subsequent sale of REO. State specific foreclosure and REO liquidation timelines have a significant impact on the timing and amount of our recovery. If we are unable to sell the property securing the inactive reverse loan for an acceptable price within the timeframe established by HUD (six months), we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remains with us; we may incur additional losses on REO properties as they progress through the liquidation processes related to delayed timelines due to market conditions, sales commissions, property preservation costs or property tax and insurance advances. The significance of future losses associated with appraisal-based claims is dependent upon the volume of inactive loans, condition of foreclosed properties and the general real estate market.

The Gain on reverse loans held for investment and HMBS-related borrowings, net reported within the Servicing segment includes the net fair value changes of securitized reverse mortgage loans held for investment and HMBS-related borrowings, for which we elected the fair value accounting option. The net fair value changes of the reverse mortgage loans and related borrowings reported within the Servicing segment include the following:

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•contractual interest income earned on securitized reverse mortgage loans, or HECM loans, net of interest expense on HMBS-related borrowings, that is, the servicing fee we are contractually entitled to and collect on a monthly basis under the Ginnie Mae MBS Guide regarding servicing HMBS; and

•other fair value changes of the net balance of securitized loans held for investment and HMBS-related borrowings, that effectively represents servicing and tails. Tails are participations in previously securitized HECMs and are created by additions to principal for borrower draws on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and mortgage insurance premiums.

The fair value of our Ginnie Mae securitized HECM loan portfolio generally decreases as market interest rates rise and increases as market rates fall (see Item 7A - Quantitative and qualitative disclosures about market risk, Loans Held for Investment and HMBS-related Borrowings and the associated interest rate sensitivity disclosure).

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net strictly reflects the financial performance of owned loans/servicing and excludes any subservicing activity. The financial performance associated with the subservicing of reverse mortgage loans on behalf of investors is primarily reflected within Servicing and subservicing fees, net.

The following table presents selected results of operations of our Servicing segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Revenue
Servicing and subservicing fees$945.2$860.5$773.510%11%
Gain (loss) on loans held for sale, net10.3(15.1)46.6(168)(132)
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net23.5(25.1)(2.3)(194)975
Other revenue, net15.58.37.8886
Total revenue994.6828.5825.520
MSR valuation adjustments, net(243.9)(36.0)(143.4)577(75)
Operating expenses
Compensation and benefits107.2126.2108.2(15)17
Servicing expense53.553.198.81(46)
Occupancy, equipment and mailing28.131.226.6(10)17
Professional services35.126.631.932(16)
Technology and communications24.624.723.84
Corporate overhead allocations45.546.247.7(2)(3)
Other expenses7.87.66.7214
Total operating expenses301.7315.6343.7(4)(8)
Other income (expense)
Interest income21.712.98.26857
Interest expense(173.3)(114.8)(80.8)5142
Pledged MSR liability expense(296.4)(255.0)(221.3)1615
Earnings of equity method investee7.318.53.6(61)411
Other, net1.7(10.8)4.1(116)(365)
Other income (expense), net(439.0)(349.2)(286.2)2622
Income before income taxes$9.9$127.7$52.2(92)%145%

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The following table provides selected operating statistics for our Servicing segment:

% Change
2023202220212023 vs 20222022 vs 2021
Assets Serviced at December 31
Unpaid principal balance (UPB) in billions:
Performing loans (1)$276.5$276.2$254.2%9%
Non-performing loans11.412.913.1(12)(2)
Non-performing real estate0.50.70.7(28)
Total$288.4$289.8$268.08
Non-performing to total %4.1%4.7%5.2%(12)(10)
Conventional loans (2)$187.4$186.2$166.31%12%
Government-insured loans33.332.628.8213
Non-Agency loans67.671.072.8(5)(2)
Total$288.4$289.8$268.08
Conventional loans to total %65.0%64.2%62.1%13
Servicing portfolio (3)$131.4$134.5$135.9(2)%(1)%
Subservicing portfolio
Subservicing - forward30.834.729.4(11)18
Subservicing - reverse17.123.213.9(26)67
Total subservicing47.958.043.3(17)34
MAV (4) (5)55.948.233.01646
Rithm (formerly NRZ) (5) (6)45.049.155.8(8)(12)
Other MSR capital partners (5)$8.2$$n/mn/m
Total$288.4$289.8$268.08
Number (in 000’s):
Performing loans (1)1,295.91,319.81,287.0(2)%3%
Non-performing loans
Non-performing loans - Rithm20.724.130.7(14)(21)
Non-performing loans - Other25.431.630.7(20)3
46.055.761.4(17)(9)
Non-performing real estate2.63.34.9(22)(33)
Total1,344.51,378.81,353.3(2)2

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% Change
2023202220212023 vs 20222022 vs 2021
Conventional loans (2)721.9734.2686.5(2)%7%
Government-insured loans160.3168.1168.1(5)
Non-Agency loans462.3476.5498.7(3)(4)
Total1,344.51,378.81,353.3(2)2
Servicing portfolio577.4605.7636.1(5)%(5)%
Subservicing portfolio
Subservicing - forward113.7126.0105.6(10)19
Subservicing - reverse62.293.754.7(34)71
Total subservicing175.9219.7160.3
MAV (5)201.0170.7131.61830
Rithm (5)357.7382.7425.4(7)(10)
Other MSR capital partners (5)32.5n/mn/m
1,344.51,378.81,353.3(2)2
Prepayment speed (CPR) (7)
12-month % Voluntary CPR4.1%7.6%17.6%(47)%(57)%
12-month % Involuntary CPR0.30.40.7(20)(43)
Total 12-month % CPR7.611.221.1(32)(47)
Number of completed modifications (in thousands)14.616.817.3(13)%(3)%
Revenue recognized in connection with loan modifications$14.2$21.9$27.8(35)(21)
n/m: not meaningful

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.

(2)Conventional loans at December 31, 2023 include 37,893 prime loans with a UPB of $9.7 billion that we service or subservice. This compares to 66,796 prime loans with a UPB of $13.2 billion at December 31, 2022. Prime loans are generally good credit quality loans that meet GSE underwriting standards.

(3)Includes $8.0 billion UPB of reverse mortgage loans that are recognized in our consolidated balance sheet at December 31, 2023.

(4)Includes $27.1 billion UPB subserviced and $28.8 billion UPB of MSRs sold to MAV that did not achieve sale accounting treatment. Excludes subserviced loans with a UPB of $0.3 billion that have not yet transferred onto the PHH servicing system as of December 31, 2023.

(5)Loans serviced pursuant to our sale or transfer agreements with MAV, Rithm and others for which sale accounting is not achieved, and loans subserviced.

(6)Includes $35.1 billion UPB of subserviced loans on behalf of Rithm at December 31, 2023.

(7)Total 12-month % CPR includes voluntary and involuntary prepayments, as shown in the table, plus scheduled principal amortization.

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The following table provides selected operating statistics related to our owned reverse mortgage loans held for investment reported within our Servicing segment:

% Change
2023202220212023 vs 20222022 vs 2021
Reverse Mortgage Loans at December 31
Unpaid principal balance (UPB):
Loans held for investment (1)$7,605.5$7,199.6$6,546.56%10%
Active Buyouts (2)68.473.036.1(6)102
Inactive Buyouts (2)198.1121.495.36327
Total$7,872.1$7,394.0$6,677.9611
Inactive buyouts % to total2.52%1.64%1.43%5315
Future draw commitments (UPB):1,782.01,756.61,507.1117
Fair value:
Loans held for investment (1)$7,868.5$7,392.6$6,979.166
HMBS related borrowings7,797.37,326.86,885.066
Net asset value$71.2$65.8$94.18(30)
Net asset value to UPB0.94%0.91%1.44%

(1)Securitized loans only; excludes unsecuritized loans as reported within the Originations segment.

(2)Buyouts are reported as Loans held for sale, Receivables or REO depending on the loan and foreclosure status.

The following table provides a breakdown of our servicer advances, net of allowance for losses:

Advances by investor type
December 31, 2023Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$3.5$91.2$6.2$100.8
Government-insured3.337.719.360.2
Non-Agency205.5214.397.9517.7
Total, net$212.2$343.2$123.3$678.8
December 31, 2022Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$3.2$97.7$7.5$108.3
Government-insured3.035.917.756.6
Non-Agency209.1233.9111.0554.0
Total, net$215.2$367.4$136.2$718.9

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The following table provides the rollforward of activity of our portfolio of mortgage loans serviced for the years ended December 31, that includes MSRs, whole loans and subserviced loans, both forward and reverse:

Amount of UPB ($ in billions)Count (000’s)
202320222021202320222021
Portfolio at January 1$289.8$268.0$188.81,378.81,353.31,107.6
Additions (1) (2) (3) (4)50.785.3152.0164.2292.2567.9
MSR Sales (2)(11.2)(0.3)(0.3)(0.2)
Servicing transfers (1) (2)(23.3)(18.0)(23.1)(80.1)(114.3)(102.0)
Runoff(28.7)(34.3)(49.7)(118.1)(152.1)(220.0)
Portfolio at December 31$288.4$289.8$268.01,344.51,378.81,353.3

(1)Includes the volume of UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans may be boarded and deboarded within the same quarter.

(2)Includes MSRs sold to an unrelated third party in the first quarter of 2022 consisting of 38,850 loans with a UPB of $11.1 billion, with the remaining active loans transferred out of the PHH servicing system in the third quarter of 2022, and for which PHH performed interim subservicing.

(3)Additions include purchased MSRs on portfolios consisting of 49 loans with a UPB of $14.9 million that have not yet transferred to the PHH servicing system as of December 31, 2023. Because we have legal title to the MSRs, the UPB and count of the loans are included in our reported servicing portfolio. The seller continues to subservice the loans on an interim basis between the transaction closing date and the servicing transfer date.

(4)Excludes MSRs acquired from unrelated third parties in the third quarter of 2022 consisting of 12,931 loans with a UPB of $4.1 billion for which PHH was previously performing the subservicing.

Servicing and Subservicing Fees

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Loan servicing and subservicing fees
Servicing and subservicing fees736.0738.5680.3%9%
Ancillary income209.1122.093.27131
Total$945.2$860.5$773.510%11%

The following tables and discussion present the respective drivers of servicing and subservicing fees and ancillary income.

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Servicing Fees
Average servicing UPB (1)$203.0$201.7$186.01%8%
Average servicing fee (2)0.320.330.35(1)%(7)%
Servicing fees (3)$656.6$660.3$657.7(1)%%
Subservicing Fees
Average number of subserviced loans (4)294.1273.1111.38%145%
Average monthly fee per loan (5)$23$24$17(6)%41%
Subservicing fees (3)$79.4$78.1$22.62%246%
Servicing and Subservicing Fees (excluding Ancillary income)$736.0$738.5$680.3%9%

(1) In $ billions, (2) In % of UPB, annualized, (3) In $ millions, (4) In thousands, (5) In dollars.

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Servicing and subservicing fees (excluding ancillary income) for 2023 decreased $2.5 million, with a $3.7 million decrease in servicing fees partially offset by a $1.3 million increase in subservicing fees. The decrease in servicing fees is mostly driven by the timing of collections and the mix of the portfolio, with the runoff of higher fee portfolios (including the Rithm portfolio) and the growth of relatively lower fee portfolios. Higher fee portfolios are generally associated with higher delinquencies, thus generally require higher cost to service. The increase in subservicing fees is due to a 19% increase in the forward sub-servicing portfolio ($8.4 million higher forward subservicing fee), partially offset by a 15% decline in the reverse mortgage subservicing portfolio due to runoff ($7.1 million lower subservicing fees).

The following table presents the detail of our ancillary income:

Years Ended December 31,% Change
Ancillary Income2023202220212023 vs 20222022 vs 2021
Late charges$38.3$41.0$40.9(7)%%
Custodial accounts (float earnings)110.726.24.7323453
Reverse subservicing ancillary fees33.520.41.464n/m
Loan collection fees9.411.111.7(15)(5)
Recording fees4.98.516.0(42)(47)
Boarding and deboarding fees2.54.04.3(37)(5)
GSE forbearance fees0.80.81.5(1)(48)
Other9.010.012.6(10)(20)
Ancillary income$209.1$122.0$93.271%31%

Ancillary income for 2023 increased by $87.1 million, or 71% as compared to 2022 largely driven by an $84.5 million increase in float earnings due to higher short term market interest rates. A $13.1 million increase in reverse subservicing ancillary fees recognized on loans boarded under the agreement with MAM (RMS), primarily due to higher volume of claims filed on behalf of clients, was partially offset by lower recording fees and late charges driven by the reduction in payoff volume.

Gain (Loss) on Loans Held for Sale, Net

We recognized a $10.3 million gain on loans held for sale, net for 2023, as compared to the $15.1 million loss recognized in 2022. The $25.4 million improvement is mostly driven by the $15.7 million revaluation gain on reverse mortgage buyouts opportunistically acquired at a discount and securitized in 2023, and the $8.8 million loss recognized in 2022 on certain delinquent and aged loans repurchased in connection with the Ginnie Mae EBO program (net of the associated Ginnie Mae MSR fair value adjustment).

Gain (Loss) on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net reported in the Servicing segment is the net change in fair value of securitized loans held for investment and HMBS-related borrowings. It excludes reverse subservicing that is reflected in Servicing and subservicing fees.

The following table presents the components of the net fair value change and is comprised of net interest income and other fair value gains or losses. Net interest income is primarily driven by the volume of securitized UPB as it is the interest income earned on the securitized loans offset against interest expense incurred on the HMBS-related borrowings, and represents a key component of our compensation for servicing the portfolio, which is generally a fixed percentage of the outstanding UPB. Other fair value changes are primarily driven by changes in market-based inputs or assumptions. Lower interest rates generally result in favorable net fair value impacts on our HECM reverse mortgage loans and the related HMBS financing liability and higher interest rates generally result in unfavorable net fair value impacts. Note that the fair value changes of the net asset value between securitized HECM loans and HMBS (referred to as our reverse MSR) attributable to interest rate changes are effectively used as a hedge of our forward MSR portfolio. See further description of our hedging strategy and its effectiveness in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

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Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Net interest income (servicing fee)$23.6$21.919.9710%
Other fair value gains (losses)(0.1)(47.0)(22.2)(100)112%
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net (Servicing)$23.5$(25.1)$(2.3)(194)%975%

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net for 2023 was $23.5 million, a $48.6 million, favorable change as compared to the $25.1 million loss for 2022, mostly driven by interest rates. Interest rates and yield spreads remain relatively flat in 2023 (from December 31, 2022 to December 31, 2023) resulting in a $0.1 million other fair value loss recorded in 2023. The $47.0 million other fair value loss recorded in 2022 is primarily driven by increasing interest rates (while not the only benchmark for the reverse mortgage exposure, the 10-year Treasury rate increased 236 basis points in 2022) and widening yield spread directly reducing projected asset life and the tail value of the HECM reverse mortgage loans. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach the 98% maximum claim amount liquidation event more quickly, shortening the life of the servicing net asset. Other fair value gains (losses) are partially hedged with our forward MSR hedge strategy. Net interest income, that effectively represents the servicing fee that we collect through monthly securitization increased $1.6 million in 2023 as compared with 2022, mostly due to the 6% growth of the loan portfolio.

MSR Valuation Adjustments, Net

Refer to the discussion above within Overview.

Compensation and Benefits

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Compensation and benefits$107.2$126.2$108.2(15)%17%
Average Headcount - Servicing3,4143,6453,172(6)%15

Compensation and benefits expense for 2023 declined $19.0 million, or 15%, as compared to 2022 largely driven by a decrease in salaries and benefits. Our average headcount decreased by 6% overall, with a 25% decrease in the U.S., reflecting our goal to improve efficiencies and create an industry leading cost structure, also driven by the further integration of reverse servicing. The offshore-to-total average headcount ratio for Servicing increased by 5 percentage points from 2022 to 2023.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on government-insured loans, provision expense for advances and servicing representation and warranties, and certain loan-volume related expenses. Servicing expense was mostly flat, as compared to 2022.

Other Operating Expenses

Other operating expenses (total operating expenses less Compensation and benefit expense and Servicing expense) for 2023 increased by $4.5 million as compared to 2022, with an $8.5 million increase in Professional services partially offset by a $3.1 million decrease in Occupancy, equipment and mailing expense driven by lower occupancy cost allocation and mailing and postage expenses. The increase in Professional services is primarily due to a $14.0 million increase in legal expenses, mostly driven by reimbursements received from mortgage loan investors in 2022 related to prior year legal expenses and payments received following resolution of legacy litigation matters. Offsetting this increase, other professional services declined $5.6 million primarily due to cost reduction initiatives in our forward servicing and reverse subservicing businesses.

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Other Income (Expense)

Other income (expense) primarily includes net interest expense and pledged MSR liability expense.

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Interest Expense
Advance match funded liabilities$41.4$19.8$14.2110%39%
Mortgage loan financing facilities21.99.58.91297
MSR financing facilities70.647.026.05081
Corporate debt interest expense allocation30.231.025.1(2)23
Escrow9.37.56.52415
Total interest expense$173.3$114.8$80.851%42%
Average balances
Advance match funded liabilities$427.7$461.1$505.4(7)%(9)%
Mortgage loan financing facilities254.7227.2265.412(14)
MSR financing facilities884.6942.6701.2(6)34
Total asset-backed financing$1,567.0$1,630.9$1,472.0(4)%11%
Effective average interest rate
Advance match funded liabilities9.68%4.29%2.81%125%53%
Mortgage loan financing facilities8.594.183.3510625
MSR financing facilities7.984.993.716034
Average 1M Term SOFR5.07%1.85%0.04%174%n/m

Interest expense for 2023 increased by $58.5 million, or 51%, compared to 2022, mostly driven by a more than 300 basis point increase in short-term market interest rates. The increase in market interest rates resulted in the $23.5 million increase in interest expense on MSR financing facilities partially offset by a lower average debt balance. Interest expense on advance match funded facilities increased $21.7 million despite the lower average borrowings as a result of market interest rate increase and our repayment of lower-cost OMART term notes during the third quarter of 2022. The $12.3 million increase in interest expense on mortgage loan financing facilities was due to higher interest cost of funds and an increase in average debt balance driven by our reverse buyout opportunistic acquisition in the second quarter of 2023.

Interest income for 2023 increased $8.8 million, or 68%, compared to 2022 primarily due to an increase in interest rates, higher reverse mortgage buyouts opportunistically acquired in the second quarter of 2023, and larger reverse mortgage buyout volumes.

Pledged MSR liability expense includes the servicing fee remittance related to the MSR sales or transfers that do not meet sale accounting criteria and are presented on a gross basis in our consolidated financial statements, together with the servicing spread remittance associated with our ESS financing liability at fair value. See Note 8 — Other Financing Liabilities, at Fair Value to the Consolidated Financial Statements.

The following table provides the components of Pledged MSR liability expense:

Years Ended December 31,
202320222021
Servicing fees collected on behalf of third parties$308.9$322.5$318.4
Less: Subservicing fee retained(77.6)(82.8)(90.4)
Ancillary fee/income and other settlement (including expense reimbursement)13.76.1(6.7)
Net servicing fee remittance (1)244.9245.9221.3
ESS servicing spread remittance51.59.1
Pledged MSR liability expense$296.4$255.0$221.3

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(1)For MSR transfers that do not meet sale accounting criteria. See Note 8 — Other Financing Liabilities, at Fair Value to the Consolidated Financial Statements.

Pledged MSR liability expense for 2023 increased $41.4 million as compared to 2022, primarily due to a $42.4 million increase in servicing spread remittance on the ESS financing liabilities issued beginning in the third quarter of 2022.

Rithm represented the largest portfolio of MSRs transferred, failing sale accounting, and the largest component of Pledged MSR liability expense during the three years 2021 through 2023. The following table presents a subset of the above table related to Rithm, specifically the subservicing fees retained by Ocwen together with the associated serviced UPB on behalf of Rithm:

Years Ended December 31,% Change
Rithm Servicing and Subservicing Fees2023202220212023 vs 20222022 vs 2021
Servicing fees collected on behalf of Rithm$230.2$255.0$304.2(10)%(16)%
Less: Subservicing fee retained(67.1)(74.0)(88.4)(9)(16)%
Pledged MSR liability expense (Net servicing fees remitted to Rithm) (1) (2)$163.1$181.0$215.8(10)%(16)%
Average Rithm UPB ($ in billions)$47.0$52.0$61.4(10)%(15)%
Average annualized retained subservicing fees as a % of Rithm UPB0.14%0.14%0.14%%(1)%

(1)Reported within Pledged MSR liability expense. The Rithm servicing fee includes the total servicing fees collected on behalf of Rithm relating to the MSR sold but not derecognized from our balance sheet. Under GAAP, we separately present servicing fees collected and remitted on a gross basis, with the servicing fees remitted to Rithm reported as Pledged MSR liability expense.

(2)Excludes ancillary income.

The net retained subservicing fee on our Rithm portfolio for 2023 declined by $6.9 million, or 9% as compared to 2022 driven by the decline in the average UPB of 10% due to portfolio runoff and prepayments. The retained subservicing fee percentage of UPB for Rithm (0.14%) reflects the nature of the portfolio (mostly non-Agency) and delinquencies (25% delinquent more than 30 days as of December 31, 2023). Also refer to Note 7 — Mortgage Servicing.

With the exception of the MSRs for which title has not transferred to Rithm ($9.9 billion UPB at December 31, 2023), the MSR sale accounting criteria for MSRs previously sold to Rithm were met effective December 31, 2023 and the MSR and Pledged MSR liability associated with Rithm servicing agreements were derecognized. The statement of operations will prospectively reflect subservicing fee revenue as opposed to the current gross presentation of servicing fee revenue and separate presentation of servicing fee remittances within Pledged MSR liability expense. Servicing fees and Pledged MSR liability expense recognized in 2023 related to MSRs for which sale accounting criteria were met effective December 31, 2023 was $185.7 million and $132.1 million, respectively.

Earnings of equity method investee, namely MAV Canopy, for 2023 declined $11.2 million, as compared to 2022, mostly attributable to unfavorable fair value changes of MAV’s MSR portfolio, partially offset by increased profitability of the business with a 22% increase in its average servicing volume. The unfavorable MSR fair value changes year-over-year are driven by gains recognized by MAV in 2022, as the 10-year Treasury rate remained flat in 2023 as compared to a 236 basis point increase in 2022.

Other, net expense for 2023 declined $12.5 million, as compared to 2022. Other income for 2023 includes $5.7 million compensation from a subservicer relating to a negotiated subservicing termination in the fourth quarter of 2023. The payment received offsets an unfavorable impact to the fair value of the associated MSRs (reported as a loss in MSR valuation adjustments, net). In addition, early payoff protection expense decreased by $3.0 million in 2023 in connection with our MSR sale transactions.

Originations

We originate and purchase loans and MSRs through multiple channels, including retail, wholesale, correspondent, flow MSR purchase agreements, the Agency Cash Window and Co-issue programs and bulk MSR purchases.

We originate and purchase conventional loans (conforming to the underwriting standards of Fannie Mae or Freddie Mac; collectively referred to as Agency loans) and government-insured (FHA, VA or USDA) forward mortgage loans. The GSEs and Ginnie Mae guarantee these mortgage securitizations. We originate HECM loans, or reverse mortgages, which are mostly insured by the FHA and we are an approved issuer of HMBS that are guaranteed by Ginnie Mae. We originate non-Agency loans to applicable investor guidelines that we sell on a whole loan basis to investors.

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Within retail, our Consumer Direct channel for forward mortgage loans focuses on targeting existing servicing customers by offering them competitive mortgage refinance opportunities, where permitted by the governing servicing and pooling agreement. In doing so, we generate revenues for our forward lending business and protect the servicing portfolio by retaining these customers. A portion of our servicing portfolio is susceptible to refinance activity during periods of declining interest rates. Origination recapture volume and related gains are a natural economic hedge, to a certain degree, to the impact of declining MSR values as interest rates decline. In addition to rate and term refinance activities, our Consumer Direct channel targets purchase mortgage loans, cash-out, debt consolidation, mortgage insurance premium reduction, and new customer acquisition.

Our forward lending correspondent channel drives higher servicing portfolio replenishment. We purchase closed loans that have been underwritten to investor guidelines from our network of correspondent sellers and sell and securitize them, on a servicing retained basis. We offer correspondent sellers the choice to take out mandatory or best efforts contracts, under which the seller's obligation to deliver the mortgage loan becomes mandatory only when and if the mortgage is closed and funded. Additionally, we offer correspondent sellers the opportunity to leverage a non-delegated underwriting option for best-efforts deliveries. As of December 31, 2023, we have relationships with 712 approved correspondent sellers, or 112 net new sellers since December 31, 2022.

We originate and purchase reverse mortgage loans through our retail, wholesale and correspondent lending channels, under the guidelines of the HECM reverse mortgage insurance program of the FHA. Loans originated under this program are generally insured by the FHA, which provides protection against risk of borrower default.

After origination, we generally sell the loans in the secondary mortgage market, through GSE and Ginnie Mae securitizations on a servicing retained basis, or to investors on a whole loan basis, i.e., servicing released. Origination revenue mostly includes gain on sale, which represents the difference between the origination or purchase value and the sale value of the loan including its MSR value, and fee income earned at origination. As the securitizations of reverse mortgage loans do not achieve sale accounting treatment and the loans are classified as Loans held for investment, at fair value, originations revenue mostly include the fair value changes of the loan from lock date to securitization date that are reported in Gain on reverse loans held for investment and HMBS-related borrowings, net and fee income that is reported in Other revenue, net.

We provide customary origination representations and warranties to investors in connection with our loan sales and securitization activities. We receive customary origination representations and warranties from our network of approved correspondent lenders. We recognize the fair value of the liability for our representations and warranties at the time of sale. In the event we cannot remedy a breach of a representation or warranty, we may be required to repurchase the loan or provide an indemnification payment to the mortgage loan investor. To the extent that we have recourse against a third-party originator, we may recover part or all of any loss we incur. We actively monitor our counterparty risk associated with our network of correspondent sellers.

We purchase MSRs through flow purchase agreements, the Agency Cash Window co-issue programs and bulk MSR purchases. The Agency Cash Window programs we participate in, and purchase MSR from, allow mortgage companies and financial institutions to sell whole loans servicing released to the respective agency and sell the MSR to the winning bidder. In addition, we partner with other originators to replenish our MSRs through flow purchase agreements. We do not provide or assume any origination representations and warranties in connection with our MSR purchases. As of December 31, 2023, we have relationships with 280 approved sellers through the Agency Cash Window co-issue programs, or 42 net new sellers since December 31, 2022.

We initially recognize our MSR originations and purchases with the associated economics in our Originations segment, and transfer the MSR to our Servicing segment once the MSR is initially recognized on our balance sheet with all subsequent performance associated with the MSR, including funding cost, run-off and other fair value changes reflected in our Servicing segment.

We source additional servicing volume through our subservicing and interim servicing agreements, through our existing relationships and our enterprise sales initiatives. We do not report any revenue or gain associated with subservicing within the Originations segment as the impact is captured in the Servicing segment. However, sales efforts and certain costs - marginal compensation and benefits - are managed and reported within the Originations segment.

For 2023, our Originations business originated or purchased forward and reverse mortgage loans with a UPB of $12.5 billion and $0.7 billion, respectively. In addition, we purchased $9.1 billion UPB MSR through the Agency Cash Window and flow purchase programs during 2023.

Significant Variables

The following factors could significantly impact the results of our Originations segment from period to period.

Mortgage Rates. Changes in mortgage rates, primarily the 30-year fixed rate mortgage, directly impact the demand for both purchase and refinance forward mortgages and therefore impact the production volumes and financial results of our

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Originations segment. Small changes in mortgage rates directly impact housing affordability for both first-time and move-up home buyers and affect their ability to purchase a home. For refinance loans, current market mortgage rates must be considered relative to the rates on the current mortgage debt outstanding.

Market Size and Composition. The volume of new or refinanced loans is impacted by changes to existing, or development of new, GSE or other government sponsored programs. Changes in GSE or HUD guidelines and costs and the availability of alternative financing sources, such as non-Agency proprietary loans and traditional home equity loans, impact borrower demand for forward and reverse mortgages and therefore can impact the volume of mortgage originations.

Margins. Changes in pricing margin for mortgages are closely correlated with changes in market size for mortgage loans. As loan demand and market capacity move out of alignment, pricing adjusts. In a growing market, margins expand and in a contracting market, margins tighten as lenders seek to keep their production at or close to full capacity. Managing capacity and cost is critical as volumes change. Among our channels, our margins per loan are highest in the retail channel and lowest in the correspondent channel. We work directly with the borrower to process, underwrite and close loans in our retail and reverse wholesale channels. In our retail channel, we also identify the customer and take loan applications. As a result, our retail channel is the most people- and cost-intensive and experiences the greatest volume volatility.

Investor Demand. The liquidity of the secondary market for mortgage loans impacts the size of the mortgage loan market by defining loan attributes and credit guidelines for loans that investors are willing to buy and at what price. In recent years, the GSEs have been the dominant providers of secondary market liquidity for forward mortgages, keeping the product and credit spectrum relatively homogeneous and risk averse (higher credit standards).

Economic Conditions. General economic conditions can impact the growth and revenue of our Originations segment by impacting the capacity for consumer credit and the supply of capital. More specifically, employment levels and home prices are variables that can each have a material impact on mortgage volume. Employment levels, the level of wages and the stability of employment are underlying factors that impact credit qualification. The effect of home prices on lending volumes is significant and complex. As home prices go up, home equity increases and this improves the position of existing homeowners either to refinance or to sell their home, which often leads to a new home purchase and a new forward mortgage loan, or in the case of a reverse mortgage, increase the size of the mortgage loan available and the number of potential borrowers. However, if home prices increase rapidly, the effect on affordability for first-time and move-up buyers can dampen the demand for mortgage loans. The more restrictive standards for loan to value (LTV) ratios, debt to income (DTI) ratios and employment that characterize the current market amplify the significance and sensitivity of the housing market and related mortgage lending volumes to employment levels and home prices. If home prices decline due to increased mortgage interest rates or for other reasons, home sales may decline and it may be more difficult for homeowners to refinance existing mortgages, thereby negatively impacting mortgage volume.

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The following table presents the results of operations of our Originations segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Revenue
Gain on loans held for sale, net$30.3$52.9$124.5(43)%(58)%
Gain on reverse loans held for investment and HMBS-related borrowings, net23.261.282.0(62)(25)
Other revenue, net (1)18.627.043.4(31)(38)
Total revenue72.1141.1249.9(49)(44)
MSR valuation adjustments, net11.79.919.618(50)
Operating expenses
Compensation and benefits43.085.1101.6(49)(16)
Origination expense2.711.115.0(76)(26)
Technology and communications7.09.29.8(24)(5)
Professional services1.94.810.2(60)(53)
Occupancy, equipment and mailing2.24.56.9(52)(35)
Corporate overhead allocations18.721.620.0(13)8
Other expenses5.312.29.4(56)30
Total operating expenses80.8148.5172.8(46)(14)
Other income (expense)
Interest income51.831.217.76676
Interest expense(56.6)(29.0)(22.3)9530
Other, net(0.2)(1.8)(2.3)(89)(21)
Other income (expense), net(5.0)0.4(6.9)n/m(106)
Income (loss) before income taxes$(2.0)$2.9$89.8(168)(97)

(1)Includes $2.1 million, $2.1 million and $8.5 million ancillary fee income related to MSR acquisitions reported as Servicing and subservicing fees at the consolidated level for 2023, 2022 and 2021, respectively.

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The following table provides selected statistics for our Originations segment:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Loan Production by Channel (in billions)
Forward loans
Correspondent$12.2$15.6$16.6(22)%(6)%
Consumer Direct0.41.22.4(71)(49)
$12.5$16.8$19.0(26)(12)
% Purchase production85713219122
% Refinance production152968(48)(58)
Reverse loans (1)
Correspondent$0.4$0.7$0.8(38)%(14)%
Wholesale0.20.30.3(52)22
Retail0.10.40.4(77)(8)
$0.7$1.4$1.5(51)(7)
MSR Purchases by Channel (in billions)
Agency Cash Window / Flow MSR9.111.320.4(20)(45)
Bulk purchases0.44.355.1(91)(92)
Bulk reverse purchases0.10.2(62)n/m
$9.6$15.8$75.6(39)(79)
Total$22.8$34.0$96.1(33)(65)
Short-term loan commitment (at year end; in millions)
Forward loans$592.5$540.11,022.010%(47)%
Reverse loans22.113.863.360(78)
Average Headcount - Originations5019931,053(50)(6)

(1)Loan production excludes reverse mortgage loan draws by borrowers disbursed subsequent to origination that are reported within the Servicing segment.

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Gain on Loans Held for Sale, Net

The following table provides information regarding Gain on loans held for sale by channel and the related forward loan origination volumes and margins (excluding fees that are presented in Other revenue, net):

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Origination UPB (1) (in billions)
Correspondent$12.2$15.6$16.6(22)%(6)%
Consumer Direct0.41.22.4(71)(49)
$12.5$16.8$19.0(26)%(11)%
% Gain on Sale Margin (2)
Correspondent0.15%0.16%0.11%(2)%45%
Consumer Direct3.222.304.39%40(48)
0.24%0.31%0.66%(23)%(52)%
Gain on Loans Held for Sale
Correspondent$18.8$24.6$18.5(24)%33%
Consumer Direct11.528.3106.0(59)(73)
$30.3$52.9$124.5(43)%(58)%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of gain on Loans held for sale to funded UPB. Note that the ratio differs from the day-one gain on sale margin upon lock.

Gain on loans held for sale, net, declined $22.6 million, or 43%, as compared to 2022 with a $16.8 million decrease in our Consumer Direct channel and a $5.8 million decrease in our Correspondent channel. The lower gain in 2023 is due to a 26% decrease in total volume and a more pronounced volume decline in Consumer Direct that is a higher margin channel. While the Correspondent margin remained relatively flat and the Consumer Direct margin increased, the aggregate margin declined due to the change in the channel mix. The elevated interest rate environment continues to adversely impact both purchase and refinance borrower activities due to a lack of affordability. We continue to expand higher margin products such as Ginnie Mae loans and best efforts deliveries.

Gain on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

The following table provides information regarding Gain on reverse loans held for investment and HMBS-related borrowings, net of the Originations segment that comprises fair value changes of the pipeline and unsecuritized reverse mortgage loans held for investment, at fair value, together with volume and margin (including loan fees):

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Origination UPB (1) (in billions)$0.7$1.4$1.5(53)%(6)%
Origination margin (2)3.41%4.25%5.37%(20)(21)%
Gain on reverse loans held for investment and HMBS-related borrowings, net (Originations)$23.2$61.2$82.0(62)%(25)%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of origination gain to funded UPB. Note that the ratio includes loan fees.

Gain on reverse loans held for investment and HMBS-related borrowings, net decreased $38.0 million, or 62% as compared to 2022 as both total origination volume and aggregate margin declined. $28.1 million of the decrease is attributed to our higher margin Retail channel with a 77% decline in volume and a relatively flat margin. $9.9 million of the decrease is attributed to the Wholesale and Correspondent channels that experienced significantly lower volumes too due to elevated market interest rates. Industry-wide HECM securitization volume saw a 62% decrease in volumes when comparing 2023 to 2022, and industry-wide HECM endorsements were similarly down 48%. By comparison, our total funded volumes were down 53% in this same time period. Higher rates directly reduce HECM loan proceeds available to borrowers and have been a material driving force in reducing HECM market volume. Our aggregate margin decreased with our Retail and Wholesale channels generating lower margins, partially offset by a higher margin generated by our Correspondent channel and a different channel mix. The lower margins were mostly due to increased competition and lessened market opportunity for reverse mortgages in 2023.

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Other revenue, net

Other revenue, net for 2023 declined $8.4 million as compared to 2022 primarily due to a $5.0 million decline in setup fees earned for loans boarded on our servicing platform, mostly related to a decline in Consumer Direct volume, and a $2.6 million decrease in correspondent and broker fees due to the decline in production volume.

MSR Valuation Adjustments, Net

MSR valuation adjustments, net includes revaluation gains on certain MSRs opportunistically purchased through the Agency Cash Window programs, and flow purchases. As an aggregator of MSRs, we may purchase MSRs from smaller originators with a purchase price at a discount to fair value and we recognize valuation adjustments for differences in exit markets in accordance with the accounting fair value guidance. We record such valuation adjustments as MSR valuation adjustments, net within the Originations segment since the segment’s business objective is the sourcing of new MSRs at targeted returns.

Operating Expenses

Operating expenses for 2023 decreased $67.7 million, or 46%, as compared to 2022. Compensation and benefits decreased by $42.1 million, or 49%, as a result of our efforts to right size our resources to lower market opportunities initiated in 2022. The decline in Compensation and benefits includes a $25.3 million decrease in salary and benefits, a $10.7 million decrease in commissions due to lower production volume and headcount and a $4.3 million decrease in severance expense. The decrease in salaries and benefits expense is primarily driven by the 50% decrease in Originations average total headcount as compared to 2022, and the effect of relatively lower-cost resources with an 8 percentage-point increase of offshore-to-total average headcount ratio from 2022 to 2023.

Other operating expenses (total operating expenses less Compensation and benefit expense) decreased $25.6 million primarily attributed to the decline in production volumes and average headcount and our cost initiatives. All expense categories decreased, including an $8.4 million decrease in Originations expense driven by lower production volume and a provision release for representation and warranty indemnification in 2023 due to favorable resolution of demands, a $5.5 million decrease in advertising expense, and a $2.9 million decrease in Professional services driven by lower outsourced resources.

Other Income (Expense)

Interest income consists primarily of interest earned on newly-originated and purchased loans during the pipeline period prior to securitization or sale to investors. Interest expense is incurred to finance the mortgage loans during the same pipeline period, which is generally approximately 20 days. We finance mortgage loans with repurchase and participation agreements, commonly referred to as warehouse lines. Our net interest margin is driven by the difference between the average mortgage note rate and the average warehouse line cost of funds, and by the average number of days loans remain in the pipeline.

Interest income for 2023 increased $20.6 million as compared to 2022 largely due to higher interest rates with higher average loans held for sale balances. Similarly, Interest expense for 2023 increased $27.6 million as compared to 2022 primarily due to an increase in short term interest rates and an increase in average warehouse financing debt balance, consistent with higher average loans held for sale balances.

Corporate Items and Other

Corporate Items and Other includes revenues and expenses of corporate support services, inactive entities, and our other business activities that are currently individually insignificant, revenues and expenses that are not directly related to other reportable segments, interest income on short-term investments of cash, gain or loss on repurchases of debt, interest expense on unallocated corporate debt and foreign currency exchange gains or losses. Interest expense on corporate debt is allocated to the Servicing segment and the Originations segment based on relative financing requirements, with the exception of the OFC Senior Secured Notes. Accordingly, the financing cost of the Servicing and Originations segments reflects and is consistent with the financing structure of the licensed entity PHH that carries out these businesses and does not depend on the financing structure strategy of its parent, as a holding company.

Corporate support services include finance, facilities, human resources, internal audit, legal, risk and compliance, capital markets, corporate development and technology functions. Certain expenses incurred by corporate support services are allocated to the Servicing and Originations segments using various methodologies intended to approximate the utilization of such services. Various measurements of utilization of corporate support services are maintained, primarily time studies, personnel volumes and service consumption levels. Support service costs not allocated to the Servicing and Originations segments are retained in the Corporate Items and Other segment along with certain other costs including certain litigation and settlement related expenses or recoveries, and other costs related to operating as a public company. Effective in the fourth quarter of 2023, CRL, our wholly-owned captive reinsurance subsidiary, is reported in the Servicing segment. Segment results for 2022 and 2021 have been recast to conform to the current segment presentation.

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The following table presents selected results of operations of Corporate Items and Other. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2023202220212023 vs 20222022 vs 2021
Revenue$$$n/mn/m
Operating expenses
Compensation and benefits79.078.188.11%(11)%
Professional services(14.7)17.939.8(182)(55)
Technology and communications20.923.922.5(12)6
Occupancy, equipment and mailing1.66.03.0(73)103
Servicing and origination1.10.7(0.1)48(677)
Other expenses5.99.57.3(38)30
Total operating expenses before corporate overhead allocations93.8136.1160.5(31)(15)
Corporate overhead allocations
Servicing segment(45.5)(46.2)(47.7)(2)(3)
Originations segment(18.7)(21.6)(20.0)(13)8
Total operating expenses29.668.392.8(57)(26)
Other income (expense), net
Interest income4.51.50.4207229
Interest expense(43.7)(42.2)(40.9)33
Gain (loss) on extinguishment of debt1.30.9(15.5)36(106)
Other, net1.42.42.3(41)4
Other income (expense), net(36.4)(37.4)(53.6)(3)(30)
Loss before income taxes$(66.1)$(105.7)$(146.3)(38)(28)
n/m: not meaningful

Compensation and Benefits

Compensation and benefits expense for 2023 was mostly flat as compared to 2022. A $10.1 million increase in incentive compensation was offset by a $5.6 million decline in severance expense and a $3.6 million decline in salaries and benefit expense. The increase in incentive compensation related to our management performance-based plans is primarily due to an increase in equity classified share-based awards expense associated with new awards granted and lower forfeitures in 2023, and an increase in cash awards. The decline in salaries and benefit expense and severance expense is due to headcount reduction as part of our cost-reduction efforts. The average Corporate headcount declined by 10% and the offshore-to-total average headcount ratio increased by 1 percentage point from 2022 to 2023.

Professional Services

Professional services expense for 2023 declined $32.6 million as compared to 2022, primarily due to a $27.7 million decrease in legal expenses and a $4.8 million decline in other professional fees. The net decline in legal expenses is mostly due to the reversal of our accrual related to the CFPB and other matters resolved in 2023, offset in part by lower reimbursements received from mortgage loan investors related to prior year legal expenses. The decline in other professional fees is mostly due to lower insurance expense driven by cost reduction initiatives and lower utilization of consulting services related to corporate strategy and business initiatives.

Other Operating Expenses

Technology and communications expense for 2023 decreased $3.0 million, or 12%, as compared to 2022, primarily due to cost reduction initiatives. Occupancy, equipment and mailing expense for 2023 decreased $4.4 million or 73%, as compared to 2022, primarily due to exit or downsize of certain leased office facilities in 2022. As compared to 2022, Other expenses for 2023 decreased $3.6 million primarily driven by cost reduction initiatives and a reduction in bank charges due to higher earnings credits as a result of higher interest rates.

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Other Income (Expense)

Interest income for 2023 increased $3.1 million, or 207%, primarily due to higher interest rates on interest-earning cash and term deposits.

Interest expense for 2023 increased $1.5 million, or 3%, as compared to 2022, due to the increase in the debt balance of the Corporate segment that is not allocated to the Servicing and Originations segments.

LIQUIDITY AND CAPITAL RESOURCES

Overview

In the normal course of business, we are actively engaged with existing and potential lenders and as a result add, terminate, replace or extend our debt agreements to the extent necessary to finance our operations and optimize our financing costs.

In addition, we completed the following transactions during 2023:

•Opportunistically repurchased $15.0 million of our PMC Senior Secured Notes in the open market for a price of $13.5 million, and recognized a $1.3 million net gain on debt extinguishment;

•Completed a private placement securitization of HECM loans that are insured by the FHA and REO properties, also referred to as reverse mortgage buyouts. Different classes of asset-backed notes with an initial principal amount of $264.9 million were issued at a discount, with a stated interest rate of 3.0% and a mandatory call date of June 2026;

•Entered into ESS financing transactions and MSR financing transactions with MSR capital partners for aggregated proceeds of $68.7 million and $181.0 million, respectively. ESS financing transactions require PHH to remit to a third party a specified percentage of future servicing fee collections on reference pools of mortgage loans which PHH is entitled to as owner of the related MSRs. MSR financing transactions with MSR capital partners, including MAV, consist of MSR sales, where MSR title and ownership have generally passed, while PHH retains subservicing; and

•Increased our GSE advance facility capacity to facilitate our implementation of the new Agency liquidity rules.

A summary of borrowing capacity under our advance facilities, mortgage warehouse facilities and MSR financing facilities is as follows (see Note 14 — Borrowings to the Consolidated Financial Statements for additional information):

December 31, 2023December 31, 2022
Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)
Advance facilities$714.4$151.1$63.5$554.4$27.5$13.2
Mortgage loan financing facilities2,696.1372.71,591.72,133.0332.61,097.6
MSR financing facilities1,082.2128.237.51,025.0143.417.1
Total$4,492.7$652.1$1,692.8$3,712.4$503.5$1,128.0

(1)Total Borrowing Capacity represents the maximum amount which can be borrowed, subject to eligible collateral. Available Borrowing Capacity represents Total Borrowing Capacity less outstanding borrowings.

At December 31, 2023, none of the available borrowing capacity under our advance financing facilities could be funded based on the amount of eligible collateral that had been pledged to such facilities. Also, none of our uncommitted borrowing capacity was available to fund advances at December 31, 2023 under our Ginnie Mae MSR financing facility based on the amount of eligible collateral. We may utilize committed borrowing capacity under our mortgage loan financing facilities and MSR financing facilities to the extent we have sufficient eligible collateral to borrow against and otherwise satisfy the applicable conditions to funding. At December 31, 2023, we had $39.2 million committed borrowing capacity under our mortgage loan financing facilities and $0.7 million committed borrowing capacity under our MSR financing facilities, based on the amount of eligible collateral. Uncommitted amounts can be advanced at the discretion of the lender, and there can be no assurance that any uncommitted amounts will be available to us at any particular time.

At December 31, 2023, our total liquidity was $241.6 million compared to $219.1 million at December 31, 2022, which comprised an unrestricted cash position of $201.6 million compared to $208.0 million at December 31, 2022, and the available borrowing capacity discussed above.

Effective September 30, 2023, we implemented the revised minimum tangible net worth and liquidity requirements for GSE and Ginnie Mae seller/servicers. We believe that we are in compliance with these requirements as of December 31, 2023. Ginnie Mae announced a new risk-based capital ratio effective on December 31, 2024 for Ginnie Mae issuers. PHH would not

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be in compliance with the upcoming risk-based capital requirements if they were in effect as of December 31, 2023. We have identified, and are commencing activities to implement, a course of actions intended to achieve compliance with the requirements. If we are unable to execute this solution in a timely and cost-effective manner that allows us to continue the Ginnie Mae related businesses and are unable to replace the lost income from these activities, or if we misjudge the magnitude of the costs and benefits and their impacts on our business, our financial results, liquidity, financing activities and reputation could be negatively impacted. Also refer to Note 24 — Regulatory Requirements.

We optimize our daily cash position to reduce financing costs while closely monitoring our liquidity needs and ongoing funding requirements. We regularly monitor and project cash flows over various time horizons to anticipate and mitigate liquidity risk. We maintain liquidity buffers to be responsive to the level of risks, including stressed market interest rate conditions and operational risk.

Use of Funds

Our primary near-term uses of funds in the normal course include:

•Payment of operating costs and corporate expenses;

•Payments for servicing advances in excess of collections;

•Investment in MSRs (purchased and originated), other asset acquisitions and MAV Canopy equity contributions;

•Originated, purchased and repurchased loans, including reverse mortgage buyouts;

•Payment of margin calls under our MSR financing facilities and derivative instruments;

•Debt service and repayments of borrowings, including under our MSR financing, advance financing and warehouse facilities, and payment of interest expense; and

•Net negative working capital and other general corporate cash outflows.

We have short-term commitments to lend $614.6 million in connection with our forward and reverse mortgage loan IRLCs, respectively, outstanding at December 31, 2023. In addition, we have originated floating-rate reverse mortgage loans under which the borrowers have additional borrowing capacity of $1.8 billion at December 31, 2023. During 2023, we funded $258.4 million out of the $1.8 billion borrowing capacity available as of December 31, 2022. As an HMBS issuer, we are required to repurchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the loan is equal to or greater than 98% of the maximum claim amount (MCA repurchases).We carry these repurchases until reimbursement by HUD and/or property liquidation if inactive. Our reverse subservicing clients bear the financial obligation and risks associated with purchasing loans out of securitization pools within the portfolio we subservice. See Note 25 — Commitments to the Consolidated Financial Statements for additional information.

Regarding the current maturities of our borrowings, as of December 31, 2023, we have approximately $1.0 billion of debt outstanding that would either come due, begin amortizing or require partial repayment in the next 12 months. This amount is comprised of $567.2 million of borrowings under forward and reverse mortgage loan warehouse facilities, $455.4 million outstanding under GSE and Ginnie Mae MSR financing facilities maturing in the next 12 months, and $13.8 million of scheduled principal amortization on the PLS Notes secured by PLS MSRs.

With respect to liquidity management, we consider our servicing advance requirements during each investor remittance period and the uncertainties of daily margin calls on our collateralized debt facilities and derivative instruments due to interest rate fluctuations.

As servicer, we are required to advance to investors the loan P&I installments not collected from borrowers for those delinquent loans, including those on forbearance plans. Loan payoffs and prepayments are a source of additional liquidity and are dependent on the interest rate environment. We also advance T&I and Corporate advances primarily on properties that are in default or have been foreclosed. Our obligations to make these advances are governed by servicing agreements or guides, depending on investors or guarantor. Refer to Note 25 — Commitments to the Consolidated Financial Statements for further description of our servicer advance obligations. As subservicer, we are also required to make P&I, T&I and Corporate advances on behalf of servicers following the servicing agreements or guides. However, servicers are generally required to reimburse us within 30 days of our advancing under the terms of the subservicing agreements, and we are generally reimbursed by Rithm the same day we fund P&I advances, or within no more than three days for certain servicing advances.

We are generally subject to daily margining requirements under the terms of our MSR financing facilities and daily cash calls for our TBAs, interest rate swap futures or other derivatives. Declines in fair value of our MSRs due to declines in market interest rates, assumption updates or other factors require that we provide additional collateral to our lenders under MSR financing facilities. Similarly, declines in fair value of our derivative instruments require that we provide additional collateral to the clearing counterparties. While the objective of our hedging strategy is to reduce volatility due to interest rates, it is also designed to address cash and liquidity considerations. Refer to the sensitivity analysis in the Market Risk section of Risk Management for our quantitative and qualitative disclosures about market risk.

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Our medium- and long-term requirements for cash include:

•Payment of interest and principal repayment of our PLS Notes that mature in 2025 and our senior secured notes that mature in 2026 and 2027;

•Any payments associated with the confirmation of loss contingencies; and

•Any other payments required under contractual obligations discussed above that extend beyond one year.

We are focused on ensuring that we have sufficient liquidity sources to continue to operate and support our business initiatives. We continuously evaluate alternative financings to diversify our sources of funds, optimize maturities and reduce our funding cost. In addition, we evaluate investment and capital allocation opportunities for any excess liquidity, including a partial repurchase of our senior secured notes as one of our objectives is to de-risk and deleverage our balance sheet.

Sources of Funds

Our primary sources of funds for near-term liquidity in normal course include:

•Collections of servicing and subservicing fees and ancillary revenues;

•Collections of advances in excess of new advances;

•Proceeds from match funded advance financing facilities;

•Proceeds from other borrowings, including warehouse facilities, MSR financing facilities, MSR transfers and ESS financing;

•Proceeds from sales and securitizations of originated loans and purchased loans; and

•Net positive working capital from changes in other assets and liabilities.

Servicing advances are an important component of our business and represent amounts that we, as servicer, are required to advance to, or on behalf of, our servicing clients if we do not receive such amounts from borrowers. Our use of advance financing facilities is integral to our cash and liquidity management strategy. Additionally, certain of our financing and subservicing agreements permit us to retain advance collections for a period ranging from one to two business days before remittance, thus providing a source of short-term liquidity.

We use mortgage loan repurchase and participation facilities (commonly called warehouse lines) to fund newly-originated or purchased loans on a short-term basis until they are sold or securitized to secondary market investors, including GSEs or other third-party investors, and to fund repurchases of certain Ginnie Mae forward loans, HECM loans, second-lien loans and other types of loans. These facilities contain eligibility criteria that include aging and concentration limits by loan type among other provisions. Currently, our financing agreements generally have maximum terms of 364-days. The funds are typically repaid using the proceeds from the sale of the loans to the secondary market investors, usually within 30 days.

We also rely on the secondary mortgage market as a source of consistent liquidity to support our lending operations. Substantially all of the mortgage loans that we originate or purchase are sold or securitized in the secondary mortgage market in the form of residential mortgage-backed securities guaranteed by Fannie Mae or Freddie Mac and, in the case of mortgage-backed securities guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA, VA or United States Department of Agriculture (USDA). As disclosed above, in 2023 we issued a private placement securitization of reverse mortgage buyouts with an initial principal amount of $264.9 million, expanding our access to capital markets and reducing our reliance on warehouse financing facilities. In February 2024, we issued a second private placement securitization of reverse mortgage buyouts, refer to Note 27 — Subsequent Events to our Consolidated Financial Statements.

We regularly evaluate financing structure options that we believe will most effectively provide the necessary capacity to support our investment plans, address upcoming debt maturities and accommodate our business needs. We strive to diversify our sources of funds and reduce our reliance on existing asset-backed financing facilities. We continuously evaluate the allocation of our capital to MSR investments, the related returns, funding and liquidity requirements. The relationships with MAV and other MSR capital partners may continue to provide PHH with additional means to grow servicing volume and finance MSRs while maintaining capital and liquidity.

Covenants

Our debt agreements contain various qualitative and quantitative covenants including financial covenants, covenants to operate in material compliance with applicable laws and regulations, monitoring and reporting obligations and restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional debt, paying dividends or making distributions on or purchasing equity interests of Ocwen and its subsidiaries, repurchasing or redeeming capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Ocwen and its subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates. These covenants may limit the manner in which we conduct our business and may limit our ability to engage in favorable business activities or raise additional capital to finance future operations or satisfy future liquidity needs.

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In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and litigation and changes of control. See Note 14 — Borrowings to the Consolidated Financial Statements for additional information regarding our covenants. The most restrictive liquidity requirement under our debt agreements, excluding additional Agency minimum liquidity requirements, is for a minimum of $75.0 million in consolidated liquidity, as defined, under certain of our mortgage loan financing and MSR financing facilities agreements. At December 31, 2023, we held unrestricted cash in excess of this minimum amount. The minimum liquidity requirements for PHH contained in some debt agreements are also subject to the minimum requirement set forth by the Agencies. Refer to Note 24 — Regulatory Requirements.

In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations, and other legal remedies, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations. We believe that we are in compliance with the covenants in our debt agreements as of December 31, 2023.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Rating AgencyLong-term Corporate RatingReview Status / OutlookDate of last action
Moody’sCaa1PositiveAugust 15, 2022
S&PB-StableJanuary 25, 2024

On August 15, 2022, Moody’s reaffirmed their ratings of Caa1 and revised their outlook to Positive from Stable. In its affirmation of PHH’s ratings, Moody’s referenced weak but improving profitability and modest capital levels. In its change in PHH’s outlook to Positive from Stable, Moody’s cited the progress the company is making in transitioning its strategy to focus on originations and servicing of non-delinquent forward and reverse mortgages from the servicing of seriously delinquent loans, which should lead to a more resilient business model and more stable earnings profile. The Positive outlook also reflects Moody's expectation that PHH will maintain stable financial metrics in the next 12-18 months with respect to capitalization and liquidity, continue to strengthen its servicing and origination franchises and make progress with respect to its strategic plan to improve profitability.

On January 25, 2024, S&P affirmed the long-term corporate rating of Ocwen at B- and affirmed the “B” rating of the PMC Senior Secured Notes. In affirming the ratings, S&P noted Ocwen's leverage has improved due to improving operating margins and continued subservicing growth. However, S&P also noted a reliance on warehouse facilities continues to weigh on the rating.

It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.

Cash Flows

Our operating cash flow is primarily impacted by operating results, changes in our servicing advance balances, the level of mortgage loan production, the timing of sales and securitizations of mortgage loans, and the margin calls required under our MSR financing facilities or derivative instruments. As one of the main differences between proceeds from sale and origination or purchase of loans held for sale, newly originated MSRs are effectively classified as operating cash flows. Purchases of MSRs through flow purchase agreements, Agency Cash Window and bulk acquisitions are classified as investing activity. MSR investments, whether originated or purchased, represent a key indicator of our ability to generate future income in our Servicing business.

We classify changes in HECM loans held for investment as investing activity and changes in the related HMBS borrowings as financing activity. Our MSR transfer agreements with MAV, Rithm and others have a significant impact on our consolidated statements of cash flows. Because the payments we received in connection with the HECM loan securitizations and MSR transfer agreements are recorded as secured financings, additions to, and reductions in, the balance of those secured financings are presented as financing activity in our consolidated statements of cash flows, excluding the changes in fair value attributable to inputs and assumptions.

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Our cash flows are summarized as follows:

$ in millionsYears Ended December 31,
20232022
Net cash provided by operating activities$10$173
Net cash used in investing activities(100)(149)
Net cash provided by (used in) financing activities71(13)
Net increase (decrease) in cash, cash equivalents and restricted cash$(19)$11
Cash, cash equivalents and restricted cash at end of period$255$274

Cash flows for the year ended December 31, 2023

Our operating activities provided a net $10.4 million of cash during the year, after $257.9 million net cash paid on loans held for sale, with loan production volumes exceeding sales, $183.0 million of which was used to finance newly originated MSRs. Operating cash flows included $76.1 million net collections of servicing advances and earnings distributions of $7.3 million received from our equity method investee MAV Canopy.

Our investing activities used $100.3 million of cash. The primary use of cash in our investing activities was $120.0 million to purchase MSRs, $42.2 million to acquire advances in connection with MSR transactions, and $10.7 million to purchase real estate. Offsetting cash inflows include $44.6 million net cash inflows in connection with our HECM reverse mortgages, $18.5 million proceeds from the sale of real estate, and $4.4 million of capital distributions received, net of contributions, from our equity method investee MAV Canopy.

Our financing activities provided $70.8 million of cash. Financing cash inflows are primarily comprised of $174.7 million of proceeds from the sale of MSRs accounted for as a financing in connection with sales of MSRs and $68.7 million of proceeds from ESS financings. Offsetting cash outflows include $95.3 million of net payments on the financing liabilities related to MSRs transferred and ESS financings due to runoff, $36.0 million net repayments of borrowings under our MSR financing facilities, and $13.9 million of net repayments on advance match funded liabilities. We also paid $13.5 million to repurchase $15.0 million of our 7.875% PHH Senior Secured Notes. Cash inflows of $1.05 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, were more than offset by repayments on the related financing liability of $1.07 billion.

Cash flows for the year ended December 31, 2022

Our operating activities provided $173.2 million of cash, including net collections of servicing advances of $28.3 million and net cash received on loans held for sale of $8.1 million, due to lower forward loan production volumes. In addition, we received earnings distributions of $18.5 million from our equity method investee MAV Canopy.

Our investing activities used $149.1 million of cash. The primary uses of cash in our investing activities include $199.4 million to purchase MSRs, $77.0 million net cash outflows in connection with our HECM reverse mortgages, $6.9 million acquisition of reverse mortgage subservicing intangible assets and $19.0 million of capital contributions, net of distributions, to our equity method investee MAV Canopy. Offsetting cash inflows include $155.7 million proceeds from the sale of MSRs to unrelated third-parties.

Our financing activities used $13.4 million of cash. Cash outflows include a $327.1 million net repayment of borrowings under our mortgage loan financing and MSR financing facilities due to decline in loans held for sale and $111.9 million of net payments on the financing liabilities related to MSRs transferred due to runoff. We also paid $23.6 million to repurchase $25.0 million of our 7.875% PHH Senior Secured Notes and $50.0 million to repurchase 1,750,557 shares of our common stock, Cash inflows include $1.8 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, largely offset by repayments on the related financing liability of $1.6 billion, $86.2 million of proceeds from sale of MSRs accounted for as a financing in connection with sales of MSRs to MAV, $200.9 million of proceeds from the new ESS financings and $1.4 million of net proceeds on advance match funded liabilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the date of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have processes in place to monitor these judgments and assumptions, and management is required to review critical accounting policies and estimates with

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the Audit Committee of the Board of Directors. The following is a summary of certain accounting policies and estimates involving significant judgments. Our significant accounting policies and critical accounting estimates are described in Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements.

Fair Value Measurements

We use fair value for recognition, subsequent measurement and disclosure of certain instruments. Refer to Note 3 — Fair Value to the Consolidated Financial Statements for the fair value hierarchy, descriptions of valuation methodologies used to measure significant assets and liabilities at fair value and details of the valuation models, key inputs to those models, significant assumptions utilized, and sensitivity analyses. We follow the fair value hierarchy to prioritize the inputs utilized to measure fair value and classify instruments as Level 3 when the valuation technique requires significant unobservable inputs or assumptions. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. The determination of the fair value of these Level 3 financial assets and liabilities and MSRs requires significant management judgment and estimation. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a sensitivity analysis reflecting the estimated change in the fair value of our MSRs, HECM loans held for investment and loans held for sale carried at fair value as well as any related derivatives at December 31, 2023, given hypothetical instantaneous parallel shifts in the yield curve.

The following table summarizes assets and liabilities measured at fair value on a recurring and nonrecurring basis and the amounts measured using Level 3 inputs:

December 31,
20232022
Loans held for sale$677.3$622.7
Loans held for investment - Reverse mortgages7,970.07,504.1
MSRs2,272.22,665.2
Derivatives and other27.113.7
Assets at fair value$10,946.6$10,805.7
As a percentage of total assets87%87%
Assets at fair value using Level 3 inputs$10,459.6$10,212.2
As a percentage of assets at fair value96%95%
HMBS-related borrowings7,797.37,326.8
Other financing liabilities900.01,137.4
Derivatives7.015.0
Liabilities at fair value$8,704.3$8,479.2
As a percentage of total liabilities72%71%
Liabilities at fair value using Level 3 inputs$8,697.2$8,464.1
As a percentage of liabilities at fair value100%100%

We have various internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to analysis and management review and approval. Additionally, we utilize a number of controls to ensure the results are reasonable, including comparison, or “back testing,” of model results against actual performance and monitoring the market for recent trades, including our own price discovery in connection with potential and completed sales, and other market information that can be used to benchmark inputs or outputs. Considerable judgment is used in forming conclusions about Level 3 inputs such as prepayment speeds and discount rates. Changes to these inputs could have a significant effect on fair value measurements.

Valuation of Reverse Mortgage Loans Held for Investment and HMBS-related Borrowings

Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae guaranteed securities (or HMBS). Loan transfers in these Ginnie Mae securitizations do not qualify for sale accounting and are recorded as secured financings. We record both loans held for investment and the corresponding HMBS borrowings at fair value. Our net exposure to reverse mortgages and the HMBS-related borrowings is limited to the residual value we retain, including future draw commitments and servicing value. Changes in the fair value of the loans held for investment are largely offset by changes in the value of the related secured financing. As of December 31, 2023, we reported $7.9 billion securitized loans held for investment at fair value and $7.8 billion HMBS-related borrowings at fair value, with a residual, net asset value of $71.2 million. In 2023, we recorded

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a net $23.5 million gain on change in fair value of securitized loans held for investment and HMBS-related borrowings reported in Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net in our Servicing segment.

The fair value of both reverse mortgage loans held for investment and HMBS-related borrowings is based primarily on discounted cash flow methodologies. Inputs to the discounted cash flows of these assets include future draws and tail securitization spreads, conditional prepayment rate (including voluntary and involuntary prepayments) and discount rate. The determination of fair value requires management judgment due to the significant unobservable assumptions, including conditional prepayment rate and discount rate.

We engage third-party valuation experts to support our valuation and provide observations and assumptions related to market activities. We evaluate the reasonableness of our fair value estimate and assumptions using historical experience, or cash flow backtesting, adjusted for prevailing market conditions and benchmarks with third-party expert valuations. We believe that our back-testing and benchmarking procedures provide reasonable assurance that the fair value used in our consolidated financial statements complies with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) as of December 31, 2023 and December 31, 2022:

December 31,
Significant unobservable assumptions20232022
Life in years
Range0.8 to 7.91.0 to 7.6
Weighted average5.25.0
Conditional prepayment rate (1)
Range12.0% to 35.4%13.2% to 45.0%
Weighted average17.2%18.0%
Discount rate4.9%5.1%

(1)Includes voluntary and involuntary prepayments.

Valuation of MSRs and Other Financing Liabilities, at Fair Value

We originate MSRs from our lending activities and acquire MSRs through flow purchase agreements, Agency Cash Window programs or bulk purchases. We account for MSRs, pledged MSR liabilities and ESS financing liabilities at fair value (reported within Other financing liabilities, at fair value). As of December 31, 2023, we reported a $2.3 billion fair value of MSRs and $900.0 million Other financing liabilities. In 2023, we recorded a $230.8 million fair value loss on the revaluation of our MSRs, $12.9 million fair value gain on the revaluation of our pledged MSR liabilities and $11.1 million fair value loss on ESS financing liabilities.

We determine the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities primarily using discounted cash flow methodologies. The significant estimated future cash inflows for MSRs include servicing fees, late fees, float earnings and other ancillary fees, and significant cash outflows include the cost of servicing, the cost of financing servicing advances and compensating interest payments. The determination of the fair value of MSRs, pledged MSR liabilities and ESS financing liabilities requires management judgment relating to the significant unobservable assumptions that underlie the valuation, including prepayment speed, delinquency rates, cost to service and discount rate. Our judgement is informed by the transactions we observe in the market, by our actual portfolio performance and by the advice and information we obtain from our valuation experts, amongst other factors.

To assist in the determination of fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and a prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, generally the bulk market, incorporating available industry survey results and client feedback, and including risk premiums and liquidity adjustments. While interest rates are a key value driver, MSR fair value may change for other market-driven factors, including but not limited to the supply and demand of the market or the required yield or perceived value by investors of such MSRs. While the models and related assumptions used by the valuation experts are proprietary to them, we understand the methodologies and assumptions used to develop the prices based on our ongoing due diligence, which includes regular discussions with the valuation experts, and we perform additional verification and analytical procedures. We evaluate the reasonableness of our third-party experts’ assumptions using historical experience adjusted for

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prevailing market conditions and benchmarks with third-party expert valuation and market participant surveys. We believe that our procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by MSR class projected for the five-year period beginning December 31, 2023:

ConventionalGovernment-InsuredNon-Agency
Prepayment speed
Range4.6% to 10.5%5.0% to 13.8%6.9% to 8.0%
Weighted average8.2%11.1%7.3%
Delinquency
Range0.4% to 1.2%6.1% to 10.6%8.2% to 17.4%
Weighted average0.6%7.3%11.8%
Cost to service (in dollars)
Range$67 to $70$98 to $114$175 to $229
Weighted average$68$105$195
Discount rate9.0%10.4%11.4%

Changes in these assumptions are generally expected to affect our results of operations as follows:

•Increases in prepayment speeds generally reduce the value of our MSRs as the underlying loans prepay faster which causes accelerated MSR portfolio runoff, higher compensating interest payments and lower overall servicing fees, partially offset by a lower overall cost of servicing, increased float earnings on higher float balances and lower interest expense on lower servicing advance balances.

•Increases in delinquencies generally reduce the value of our MSRs as the cost of servicing increases during the delinquency period, and the amounts of servicing advances and related interest expense also increase.

•Increases in the discount rate reduce the value of our MSRs due to the lower overall net present value of the net cash flows.

•Increases in interest rate assumptions will increase interest expense for financing servicing advances although this effect is partially offset by an increase in the amount of float earnings.

The fair value of Pledged MSR liabilities and ESS financing liabilities is generally expected to be impacted by the same assumptions as the underlying MSR, in opposite direction. Instrument or transaction specific assumption may apply and require our judgment, including the estimated life of the subservicing agreement when MSRs are sold subservicing retained, or the yield or discount rate to apply.

Allowance for Losses on Servicing Advances and Receivables

Credit losses on advances are expected to be nil, or de minimis, as advances are generally fully reimbursed under the terms of servicing agreements. However, servicing advances may include claimable (with investors) but non-recoverable expenses, for example due to servicer error, such as lack of reasonable documentation as to the type and amount of advances. We record an allowance for losses on servicing advances to the extent that a portion of advances are uncollectible under the provisions of each servicing contract taking into consideration, among other factors, our historical collection rates, probability of default, cure or modification, length of delinquency and the amount of the advance. We also assess collectability using proprietary cash flow projection models that incorporate a number of different factors, depending on the characteristics of the mortgage loan or pool, including, for example, the probable loan liquidation path, estimated time to a foreclosure sale, estimated costs of foreclosure action, estimated future property tax payments and the estimated value of the underlying property net of estimated carrying costs, commissions and closing costs. At December 31, 2023, the allowance for losses on servicing advances was $7.3 million, which represented 1% of total servicing advances. In 2023, we recorded an $8.5 million provision expense for losses on servicing advances.

We record an allowance for losses on receivables in our Servicing business, including related to defaulted FHA-, VA- or USDA-insured loans repurchased from Ginnie Mae guaranteed securitizations (government-insured claims). This allowance for expected credit losses is estimated based on relevant qualitative and quantitative information about past events, including historical collection and loss experience, current conditions and reasonable and supportable forecasts that affect collectability. The government-insured claims that do not exceed HUD, VA, FHA or USDA insurance limits are not subject to any allowance for losses as guaranteed by the U.S. government. At December 31, 2023, the allowance for losses on receivables related to

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government-insured claims was $24.6 million, which represented 23% of total government-insured claims receivables. In 2023, we recorded a $17.1 million provision expense on receivables related to government-insured claims.

Determining an allowance for losses involves management judgment and assumptions that, given similar information at any given point, may result in a different but reasonable estimate.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we gave more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses.

For the three-year periods ended December 31, 2023 and 2022, the U.S. filing jurisdiction was in a material cumulative loss position. We recognize that cumulative losses in recent years is an objective form of negative evidence in assessing the need for a valuation allowance and that such negative evidence is difficult to overcome. Other factors considered in these evaluations are estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that may be implemented, if warranted.

As a result of these evaluations, we recognized a full valuation allowance of $183.9 million and $177.5 million on our U.S. deferred tax assets at December 31, 2023 and 2022, respectively. The U.S. jurisdictional deferred tax assets are not considered to be more likely than not realizable based on all available positive and negative evidence. We intend to continue maintaining a full valuation allowance on our deferred tax assets in the U.S. until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the profitability that we achieve.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

NOL carryforwards may be subject to annual limitations under Internal Revenue Code Section 382 (Section 382) (or comparable provisions of foreign or state law) in the event that certain changes in ownership were to occur. In addition, tax credit carryforwards may be subject to annual limitations under Internal Revenue Code Section 383 (Section 383). We periodically evaluate our NOL and tax credit carryforwards and whether certain changes in ownership have occurred as measured under Section 382 that would limit our ability to utilize a portion of our NOL and tax credit carryforwards. If it is determined that an ownership change(s) has occurred, there may be annual limitations on the use of these NOL and tax credit carryforwards under Sections 382 and 383 (or comparable provisions of foreign or state law).

Ocwen and PHH Corporation have both experienced historical ownership changes that have caused the use of certain tax attributes to be limited and have resulted in the write-off of certain of these attributes based on our inability to use them in the carryforward periods defined under the tax laws. Ocwen continues to monitor the ownership in its stock to evaluate whether any additional ownership changes have occurred that would further limit its ability to utilize certain tax attributes. As such, our analysis regarding the amount of tax attributes that may be available to offset taxable income in the future without restrictions imposed by Section 382 may continue to evolve.

Indemnification Obligations

We have exposure to representation, warranty and indemnification obligations because of our lending, loan sales and securitization activities, our acquisitions to the extent we assume one or more of these obligations, and in connection with our servicing practices. We initially recognize these obligations at fair value. Thereafter, the estimation of the liability considers probable future obligations based on industry data of loans of similar type segregated by year of origination, to the extent applicable, and estimated loss severity based on current loss rates for similar loans, our historical rescission rates and the current pipeline of unresolved demands. Loss severity considers the historical loss experience that we incur upon loan sale or collateral liquidation, as well as current market conditions. We monitor the adequacy of the overall liability and make adjustments, as

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necessary, after consideration of our historical losses and other qualitative factors including ongoing dialogue and experience with our counterparties. We do not provide or assume any origination representations and warranties in connection with our MSR purchases. As of December 31, 2023, we have recorded a liability for representation and warranty obligations and similar indemnification obligations of $32.9 million. In 2023, we recorded a $2.0 million net provision expense for indemnification. See Note 26 — Contingencies for additional information.

Litigation

In the ordinary course of business, we are a defendant in, or a party or potential party to, many threatened and pending litigation matters. We monitor our litigation matters, including advice from external legal counsel, and regularly perform assessments of these matters for potential loss accrual and disclosure. We establish liabilities for settlements, judgments on appeal and filed and/or threatened claims for which we believe it is probable that a loss has been or will be incurred and the amount can be reasonably estimated based on current information regarding these matters. Where we determine that a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible loss is not material to our financial position, results of operations or cash flows. Management’s assessment involves the use of estimates, assumptions, and judgments, including progress of the matter, prior experience, available defenses, and the advice of legal counsel and other experts. Accruals are adjusted as more information becomes available or when an event occurs requiring a change. In 2023, we recorded a $30.0 million provision reversal for loss contingencies. Our total accrual for probable and estimable legal and regulatory matters, including accrued legal fees, was $8.3 million at December 31, 2023. It is possible that we will incur losses relating to threatened and pending litigation that materially exceed the amount accrued. We cannot currently estimate the amount, if any, of reasonably possible losses above amounts that have been recorded at December 31, 2023.

RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements

For additional information, see Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for additional information.

Our adoption of the standards listed below in 2023 did not have a material impact on our consolidated financial statements:

•Business Combinations (ASC 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08)

•Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructuring and Vintage Disclosures (ASU 2022-02)

FY 2022 10-K MD&A

SEC filing source: 0001628280-23-005598.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-28. Report date: 2022-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)

The Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2022 and 2021 items and provides year-to-year comparisons between 2022 and 2021. Discussions of year-to-year comparisons between 2021 and 2020 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022.

OVERVIEW

We are a leading non-bank mortgage servicer and originator providing solutions through our primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to education and providing loans that help customers meet their personal and financial needs. We serviced 1.4 million loans with a total UPB of $289.8 billion on behalf of more than 3,800 investors and 114 subservicing clients as of December 31, 2022. We service all mortgage loan classes, including conventional, government-insured, non-Agency, small-balance commercial and multi-family loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window and co-issue programs, bulk MSR purchase transactions, and subservicing agreements.

The table below summarizes the volume of Originations by channel during 2022, compared with the volume of the prior years. The volume of Originations is a key driver of the profitability of our Originations segment, together with margins, and a

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key driver of the replenishment and growth of our Servicing segment. In 2022, we added $88.8 billion of new volume, with $4.3 billion MSR bulk acquisitions, $54.8 billion of new subservicing and $29.5 billion of non-bulk Originations volume, as further detailed in the below table.

$ In billionsUPB$ Change
Year Ended December 31st2022 vs 20212021 vs 2020
202220212020
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$1.2$2.4$1.3$(1.2)$1.1
Correspondent MSR (1)15.616.65.7(1.0)10.9
Flow and Agency Cash Window MSR purchases (2)11.320.415.1(9.1)5.3
Reverse mortgage servicing (3)1.41.50.9(0.1)0.6
Total servicing29.541.023.0(11.5)17.9
Bulk MSR purchases (2) (5)4.355.116.6(50.8)38.6
Bulk purchases - reverse (2)0.20.2
Total servicing additions34.096.139.6(62.1)56.5
Interim forward subservicing12.614.717.8(2.1)(3.0)
Other new forward subservicing29.026.92.126.9
Reverse subservicing13.214.3(1.1)14.3
Total subservicing additions (4)54.855.917.8(1.1)38.1
Total servicing and subservicing UPB additions$88.8$152.0$57.4$(63.2)$94.6

(1)Represents the UPB of loans that have been originated or purchased (funded) during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without any separate recognition of MSRs.

(4)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business.

(5)Bulk purchases during 2022 include 12,931 loans with a UPB of $4.1 billion for which PMC was previously performing the subservicing that were purchased from third parties.

Subservicing additions for 2022 and 2021 include reverse mortgage loan subservicing and new subservicing on behalf of MAV:

•On October 1, 2021, in connection with the transaction with MAM (RMS), PMC became the subservicer for approximately 57,000 reverse mortgages, or approximately $14.3 billion in UPB pursuant to subservicing agreements with various clients, including MAM (RMS). Under the five-year subservicing agreement with MAM (RMS), we added subservicing of approximately 59,000 reverse mortgage loans or approximately $13.2 billion in UPB in 2022.

•In the second quarter of 2021, we launched MAV, our joint venture MSR investment with Oaktree for which PMC is the subservicer. MAV purchased approximately $21.0 billion and $9.4 billion GSE MSRs from unrelated third parties that transferred onto the PMC servicing system in 2022 and 2021, respectively.

The following table summarizes the average volume of our Servicing segment in 2022, compared with prior years. The average volume of Servicing is a key driver of the profitability of our Servicing segment. The relative weight of performing and delinquent loans or servicing and subservicing also drive the gross revenue and expenses, and their timing. In 2022, our total average servicing portfolio increased by $4.6 billion, net of runoff, with subservicing growth generated from our MSR investment joint venture with Oaktree through MAV and our reverse subservicing acquisition from MAM (RMS). The year 2021 established the foundation of a transformed servicing portfolio, with the significant addition of a high credit quality GSE MSR portfolio and the continued reduction of our non-Agency servicing through runoff, also reducing our concentration with Rithm servicing agreements.

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$ in billionsAverage UPB$ Change
Year ended December 31,2022 vs 20212021 vs 2020
202220212020
Owned MSR$121.9$117.5$71.3$4.4$46.3
Rithm (formerly NRZ)52.061.474.8(9.4)(13.4)
MAV42.59.133.49.1
Subservicing (including interim subservicing)57.024.745.532.3(20.7)
Reverse mortgage loans (owned)7.46.86.50.60.3
Commercial and other servicing0.81.20.5(0.4)0.6
Total serviced and subserviced UPB (average)$281.6$220.7$198.6$60.9$22.1

As of December 31, 2022 and 2021, the total serviced and subserviced UPB amounted to $289.8 billion and $268.0 billion, respectively, a net increase of $21.8 billion or 8%.

Financial Highlights

Results of operations for 2022

•Net income of $26 million, or $2.97 per share basic and $2.85 per share diluted

•Servicing and subservicing fee revenue of $863 million

•Originations gain on sale of $53 million

•$129 million MSR valuation gain in Servicing attributable to rate and assumption changes, net of hedging

Financial condition at the end of the year

•Stockholders’ equity of $457 million, or $60.68 book value per common share

•MSR investment of $2.7 billion, up $415 million, and $60.9 billion increase in the average serviced and subserviced UPB for the year

•Cash position of $208 million

•Total assets of $12.4 billion

Business Initiatives

We established the following key operating objectives to return to sustainable profitability and drive improved value for shareholders in 2022. As our near-term priority remains to return to sustainable profitability, we continue to execute our strategy around these objectives:

•Leveraging the core strengths of our balanced and diversified business model through a continued focus on servicing and maintaining agility to address a potential recession;

•Driving prudent growth adapted for the environment, including emphasis on subservicing to drive servicing portfolio UPB growth and expansion of higher margin originations products and clients;

•Reducing cost structure across the organization to achieve industry cost leadership by maintaining continuous cost improvement discipline and optimizing technology, global operations, and scale;

•Optimizing liquidity, diversifying capital sources, including leveraging our MSR asset vehicle with Oaktree and expanding multi-investor partnership model to fund new MSR originations, repositioning for higher rates and allocating capital to deliver value for shareholders.

In 2022, market interest rates rose faster and higher than the industry consensus at the beginning of the year, reducing production volumes and Originations profitability more than expected. To achieve our profitability goals, we have responded to the market shift by rapidly scaling down our operations in 2022 and continue to reduce our expenses. We have also accelerated our goals relating to business process rationalization and optimization, including further off-shoring of operations, enterprise-wide.

Our growth strategy includes acquiring assets and/or operations of complementary businesses, by means of acquisition, merger or other transaction forms. Our strategy may also include pursuing large transactions, including bulk purchases or sales of MSRs. We have engaged in such transactions in the past, and we continue to explore opportunities that may be accretive to our business and stockholders’ value.

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Results of Operations and Financial Condition

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Condensed Results of OperationsYears Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Revenue$953.9$1,050.1$960.9(9)%9%
MSR valuation adjustments, net(10.4)(98.5)(135.2)(89)(27)
Operating expenses532.4609.3575.7(13)6
Other income (expense)(386.2)(346.7)(355.7)11(3)
Income (loss) before income taxes24.9(4.4)(105.7)(670)(96)
Income tax expense (benefit)(0.8)(22.4)(65.5)(96)(66)
Net income (loss)25.718.1(40.2)42(145)
Segment income (loss) before income taxes:
Servicing$125.9$48.5$(75.7)160%(164)%
Originations2.989.8104.2(97)(14)
Corporate Items and Other(103.8)(142.6)(134.2)(27)6
$24.9$(4.4)$(105.7)(670)%(96)%

Ocwen reported $25.7 million net income in 2022, up 42%, as compared to $18.1 million net income in 2021, as a result of the following:

•A $77.4 million increase in Servicing income before income taxes, primarily due to the increase in servicing and subservicing volume, cost reductions and fair value gains on the MSR portfolio, net of hedging, driven by increasing interest rates; and

•A $38.8 million decrease in Corporate loss before income taxes, primarily due to cost reductions of the Corporate functions and recoveries of prior year legal expenses due to favorable settlements; partially offset by

•An $86.9 million decrease in Originations income before income taxes, primarily due to lower Originations volume and margins, driven by the higher interest rate environment, partially offset by headcount and cost reductions; and

•A $21.6 million decrease in income tax benefit, primarily due to $12.6 million benefits recognized in 2021 in connection with the CARES Act.

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Total Revenue

The below table presents total revenue by segment:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Servicing$821.7$819.4$757.7—%8%
Originations141.1249.9179.3(44)39
Corporate6.96.26.611(6)
Total segment revenue969.71,075.4943.5(10)14
Inter-segment elimination (1)(15.7)(25.3)17.4(38)(245)
Total revenue$953.9$1,050.1$960.9(9)%9%

(1)The fair value change of inter-segment economic hedge derivatives reported within Total revenue (Gain on loans held for sale, net) is eliminated at the consolidated level with an offset in MSR valuation adjustments, net.

Total segment revenue for 2022 was $105.7 million, or 10%, lower as compared to 2021 due to a $108.8 million decrease in Originations revenue partially offset by a $2.3 million net increase in Servicing revenue.

•The decrease in Originations revenue is driven by the challenging origination market environment in 2022 with interest rate hikes at a historic pace that contrasted with favorable market conditions in 2021 due to historically low interest rates. As a result, the high volume of refinance activity dropped precipitously in 2022 and the competition on pricing further distressed margin levels. Similar to the industry trend, our Originations business faced a significant decrease in volumes and margins across all products (reverse and forward). We reported a $77.7 million decrease in Gain on loans held for sale, net in Consumer Direct, a $20.8 million decrease in Gain on reverse loans held for investment and HMBS-related borrowings, net and a decline in fees due to lower origination volume.

•The net increase in Servicing revenue includes an $87.0 million increase in servicing and subservicing fees due to our continued portfolio growth, including the launch of MAV and the acquisition of reverse subservicing from MAM (RMS). The increase in fees was largely offset by a $61.7 million decline in Gain on loans held for sale (forward) and a $22.8 million decline in Gain on reverse loans held for investment and HMBS-related borrowings, net due to higher unrealized fair value losses on the HECM loan portfolio, net attributable to lower margins resulting from the increase in interest rates and the widening of yield spreads. The decline in Gain on loans held for sale (forward) is driven by lower redelivery gains and losses on repurchased loans in connection with Ginnie Mae loan modifications and EBO program and a $27.1 million gain on sale of loans acquired through the exercise of non-Agency call rights recorded in 2021.

MSR Valuation Adjustments, Net

The table below presents the key components of MSR valuation adjustments, net:

Years Ended December 31,
202220212020
Realization of expected cash flows (runoff) of MSRs, MSR pledged liability and ESS financing liability$(164.5)$(160.8)$(58.4)
Fair value gains (losses) of MSRs, MSR pledged liability and ESS financing liability due to rates and assumptions261.071.9(104.3)
Total fair value gains (losses) of MSR, MSR pledged liability and ESS financing liability96.5(89.0)(162.7)
Derivative fair value gain (loss) (1)(106.9)(9.5)27.5
MSR valuation adjustments, net (2)$(10.4)$(98.5)$(135.2)

(1)Includes $15.7 million, $25.3 million and $(17.4) million for 2022, 2021 and 2020, respectively of inter-segment derivative fair value gains (losses) reported within Total revenue and eliminated at the consolidated level - also see Revenue table above.

(2)Refer to Change in Presentation - Consolidated Statements of Operations in Note 1 to the consolidated financial statements

MSR valuation adjustments, net includes the loss on the MSR portfolio associated with the realization of its expected cash flows, or runoff, due to the passage of time, and any fair value gains or losses due to inputs, market interest rates or assumptions, net of hedging gains and losses. Included in the valuation adjustments are fair value gains and losses of the related MSR pledged liability and Excess Servicing Spread (ESS) financing liability. We reported a $10.4 million loss in MSR valuation adjustments, net in 2022 as compared to a $98.5 million loss in 2021. The year over year reduction in the fair value

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loss is driven by favorable MSR fair value changes in 2022 due to significant interest rate increases, net of (economic) hedging losses. The 10-year swap rate increased by 222 basis points in 2022 as compared to 66 basis points in 2021. Also refer to the MSR Hedging Strategy section of Item 7A. Quantitative and Qualitative Disclosures about Market Risks for further detail.

Operating Expenses

The table below presents the key components of operating expenses:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Compensation and benefits$289.4$297.9$265.3(3)12
Servicing and origination64.9113.677.3(43)47
Technology and communications57.956.059.63(6)
Professional services49.381.9106.9(40)(23)
Occupancy and equipment41.836.547.515(23)
Other expenses29.123.319.22522
Total operating expenses$532.4$609.3$575.7(13)6

Compensation and benefits expense for 2022 decreased $8.5 million, or 3%, as compared to 2021 largely due to a $28.9 million reduction in incentive compensation, partially offset by a $14.1 million increase in severance expense predominantly due to enterprise-wide headcount reductions, and a $6.0 million increase in salaries and benefits, mostly attributed to the increase in Servicing headcount to support the development of our reverse subservicing platform and the MAM (RMS) subservicing portfolio acquisition. The $28.9 million reduction in incentive compensation included a $12.9 million decline in expense for cash-settled share-based awards as a result of a decrease in our common stock price and forfeitures, a $10.5 million decline in annual incentive plan (AIP) awards partially due to a reduction in headcount and a $3.3 million decrease in commissions due to lower origination volumes.

Servicing and origination expense for 2022 decreased $48.7 million, or 43%, as compared to 2021, mostly attributed to an $18.3 million decrease in satisfaction and interest on payoff expenses attributable to lower payoff volume, a $13.8 million decrease in reverse subservicing expenses driven by the transfer of our owned reverse portfolio from a subservicer onto our platform beginning in the fourth quarter of 2021, an $8.1 million reduction in interim subservicing costs incurred on MSR bulk acquisitions in 2021, a $4.0 million reduction in Servicing-related provision expense and a $3.9 million decrease in our Originations expenses primarily driven by lower volume.

Professional services expense for 2022 decreased $32.6 million, or 40%, as compared to 2021 primarily due to a $26.6 million decline in legal expenses and a $6.3 million decline in other professional services. The decline in legal expenses is largely due to reimbursements received from mortgage loan investors related to prior year legal expenses, and to payments received following favorable resolution of legacy litigation matters. Professional services for 2021 included $3.2 million of advisory fees related to the launch of our MSR investment joint venture with Oaktree, MAV Canopy. Refer to the respective segment results discussion for other offsetting factors.

Occupancy and equipment expense for 2022 increased $5.3 million, or 15%, as compared to 2021 largely driven by a $2.9 million repair cost in connection with our exit of our New Jersey leased office facility.

Other expenses for 2022 increased $5.8 million as compared to 2021 mainly due to a $3.6 million increase in amortization expense on the reverse subservicing contract intangible assets recognized in October 2021 and April 2022.

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Other Income (Expense)

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Net interest expense$(140.4)$(117.6)$(93.4)1926
Pledged MSR liability expense (1)(255.0)(221.3)(269.1)15(18)
Gain (loss) on extinguishment of debt0.9(15.5)(106)n/m
Earnings of equity method investee18.53.6n/m
Other, net(10.2)4.16.7(350)(39)
Total other income (expense), net$(386.2)$(346.7)$(355.7)11(3)
n/m: not meaningful

(1)Refer to Change in Presentation - Consolidated Statements of Operations in Note 1 to the Consolidated Financial Statements

Net interest expense for 2022 increased $22.8 million, or 19%, as compared to 2021 primarily due to an increase in the cost of funds of our asset-backed financing facilities, driven by increased interest rates, a higher average debt balance to finance our MSR portfolio growth, and higher corporate debt cost due to the OFC senior secured notes issued on March 4, 2021 and May 3, 2021.

Pledged MSR liability expense reflects the servicing fee remittance, net of subservicing fee, associated with the MSR transfers that do not meet sale accounting treatment. Pledged MSR liability expense for 2022 increased $33.7 million, or 15%, as compared to 2021 primarily due to the increase in the MSR portfolio transferred to MAV and partially offset by the Rithm MSR runoff.

Gain on debt extinguishment of $0.9 million for 2022 resulted from our repurchase of $25.0 million PMC 7.875% Senior Secured Notes due March 2026 at a discount. Loss on debt extinguishment of $15.5 million for 2021 was recognized upon the early repayment of the Senior Secured Term Loan (SSTL) due May 2022 and the early redemption of the PHH 6.375% senior unsecured notes due August 2021 and the PMC 8.375% senior secured notes due November 2022.

Earnings of equity method investee represent our 15% share of MAV Canopy, our MSR investment joint venture with Oaktree that we launched in May 2021. The $18.5 million earnings for 2022 are predominantly driven by the fair value gains recorded by MAV Canopy on its MSR portfolio due to higher interest rates. See Note 11 — Investment in Equity Method Investee and Related Party Transactions for further detail.

Income Tax Benefit (Expense)

Years Ended December 31,
202220212020
Income tax expense (benefit)$(0.8)$(22.4)$(65.5)
Income (loss) before income taxes24.9(4.4)(105.7)
Effective tax rate(3.2)%509.1%62.0%

Our effective tax rate for the periods indicated in the table above differs from the federal statutory income tax rate primarily due to the full valuation allowance recorded on our net U.S. federal and state deferred tax assets. While Ocwen generates positive income before income taxes, the U.S. filing jurisdiction is in a cumulative loss position for the three-year period ended December 31, 2022. We evaluated all positive and negative evidence and determined that a full valuation allowance at December 31, 2022 remains appropriate. The income tax expense (benefit) is primarily comprised of income taxes in foreign jurisdictions and changes in uncertain tax positions. Refer to Note 19 — Income Taxes for further details on deferred tax assets.

For 2022, income tax benefit of $0.8 million was driven primarily by income tax expense related to pre-tax earnings, offset by income tax benefit related to the favorable resolution of uncertain tax positions. The $21.6 million reduction in income tax benefit for 2022, compared with 2021, is primarily due to higher pre-tax earnings, a $12.6 million reduction in the amount of income tax benefit recognized under the CARES Act, a $2.1 million reduction in the amount of income tax benefit recognized for interest from taxing authorities on refund claims, and a $5.3 million reduction in the amount of income tax benefit related to the favorable resolution of uncertain tax positions. The decline in the effective tax rate is primarily due to the $29.3 million increase in pre-tax earnings in 2022 compared to 2021, as well as the reduction in income tax benefit recognized under the CARES Act, the reduction in income tax benefit recognized for interest from taxing authorities on refund claims, and the reduction in income tax benefit related to the favorable resolution of uncertain tax positions.

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Under our transfer pricing agreements, our operations in India and Philippines are compensated on a cost-plus basis for the services they provide, such that even when we have a consolidated pre-tax loss from operations these foreign operations have taxable income, which is subject to statutory tax rates in these jurisdictions that are higher than the U.S. statutory rate of 21%.

Financial Condition

Financial Condition SummaryDecember 31,$ Change% Change
20222021
Cash and cash equivalents$208.0$192.8$15.28%
Restricted cash66.270.7(4.5)(6)
MSRs, at fair value2,665.22,250.1415.118
Advances, net718.9772.4(53.5)(7)
Loans held for sale622.7928.5(305.8)(33)
Loans held for investment, at fair value7,510.87,207.6303.14
Receivables, net180.8180.70.1
Investment in equity method investee42.223.318.981
Premises and equipment, net20.213.76.648
Other assets364.2507.3(143.0)(28)
Total assets$12,399.2$12,147.1$252.12%
Total Assets by Segment
Servicing$11,535.0$10,999.2$535.85%
Originations570.5823.5(253.1)(31)
Corporate Items and Other293.7324.4(30.7)(9)
$12,399.2$12,147.1$252.12%
HMBS-related borrowings, at fair value$7,326.8$6,885.0$441.86
Other financing liabilities, at fair value1,137.4805.0332.441
Advance match funded liabilities513.7512.31.4
Mortgage loan warehouse facilities702.71,085.1(382.3)(35)
MSR financing facilities, net953.8900.853.16
Senior notes, net599.6614.8(15.2)(2)
Other liabilities708.5867.5(159.0)(18)
Total liabilities11,942.511,670.4272.12
Total stockholders’ equity456.7476.7(20.0)(4)
Total liabilities and equity$12,399.2$12,147.1$252.12%
Total Liabilities by Segment
Servicing$11,049.0$10,101.5$947.59%
Originations544.2813.3(269.0)(33)
Corporate Items and Other349.3755.7(406.4)(54)
$11,942.5$11,670.4$272.12%
Book value per share$60.68$51.77$8.9117%

Total assets increased by $252.1 million, or 2%, between December 31, 2021 and December 31, 2022 due to a $415.1 million increase in our MSR portfolio mostly attributed to fair value gains due to rising interest rates and net additions through purchases, sales and retained servicing on loan sales, and a $303.1 million increase in loans held for investment, mostly driven by our reverse mortgage origination and bulk acquisition. These increases were offset by a $305.8 million decrease in our loans

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held for sale portfolio driven by lower forward loan production volumes than sales, a $143.0 million decrease in other assets mostly attributable to the decrease in contingent repurchase rights related to delinquent loans that have been repurchased in 2022 under the Ginnie Mae EBO program, and a $53.5 million decline in servicing advances, mainly due to lower new advances, increased recoveries on delinquent and default loans, and loan repurchases under the Ginnie Mae EBO program and sold to third parties.

Total liabilities increased by $272.1 million, or 2%, as compared to December 31, 2021 with similar effects as described above. Our HMBS-related borrowings increased by $441.8 million due to the continued growth of our reverse mortgage originations business and its securitization. The $332.4 million increase in Other financing liabilities is primarily due to the issuance of $199.0 million ESS financing liabilities, and the increase in 2022 in the fair value Pledged MSR liabilities due to rising interest rates. Borrowings under our MSR financing facilities increased $53.1 million to fund the increase in our MSR portfolio. Our borrowings under warehouse lines decreased $382.3 million due to lower loan production volumes. Senior notes, net decreased $15.2 million due to our repurchase in 2022 of $25.0 million PMC 7.875% Senior Secured Notes due March 2026. Other liabilities declined $159.0 million mostly due to a decrease in the Ginnie Mae contingent repurchase rights of loans related to delinquent loans that have been repurchased in 2022.

Total equity decreased $20.0 million during 2022 mostly due to $50.0 million stock repurchased under the $50.0 million repurchase program approved in May 2022, partially offset by $25.7 million net income. See Note 15 — Stockholders’ Equity for additional information.

Key Trends

The following discussion provides information regarding certain key drivers of our financial performance and includes certain forward-looking statements that are based on the current beliefs and expectations of Ocwen’s management and are subject to significant risks and uncertainties. Refer to Forward-Looking Statements beginning on page 2 and the Risk Factors section beginning on page 18, for discussion of certain of those risks and uncertainties and other factors that could cause Ocwen’s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results in 2023 will be in line with the outlook information set forth below, and Ocwen does not undertake to update any forward-looking statements. Also refer to the Segment results of operations section for further detail, the description of our business environment, initiatives and risks.

Servicing and subservicing fee revenue - Our servicing fee revenue is a function of the volume being serviced - UPB for servicing fees and loan count for subservicing fees. We expect we will continue to modestly grow our servicing portfolio through our multi-channel Originations platform and through MAV and other capital partners. In addition, we continuously evaluate the relative mix between servicing and subservicing volume.

Gain on sale of loans held for sale - Our gain on sale is driven by both volume and margin and is channel-sensitive. The industry outlook for 2023 remains largely similar to the second half of 2022, with origination volume expected by the industry to continue to decline and mortgage interest rates to remain elevated although lower than recent peak levels. We expect recapture volumes in our Consumer Direct channel to remain at depressed levels absent any significant interest rate decrease and expect lower margins across all channels due to heightened competition. We expect to continue to prudently manage our Correspondent volume at margins that are accretive to the business.

Gain on reverse loans held for investment and HMBS-related borrowings, net - The reverse mortgage origination gain is driven by the same factors as gain on sale of loans held for sale, with smaller volumes in the reverse mortgage market and generally larger margins. With our experience and brand in the marketplace, we expect to continue to maintain or prudently grow our portfolio albeit with some channel mix changes. We expect continued uncertain market interest rate and spread conditions. The fair value of the net reverse servicing asset is expected to continue to follow market conditions, with fair value gains or losses generally associated with declining or increasing interest rates, respectively, and is part of our forward MSR hedging strategy.

MSR valuation adjustments, net - Our net MSR fair value changes include multiple components. First, amortization of our investment is a function of the UPB, capitalized value of the MSR relative to the UPB, and the level of scheduled payments and prepayments. We expect the MSR realization of cash flows to increase as we continue to grow our MSR portfolio. Second, MSR fair value changes are driven by changes in interest rates and assumptions, such as forecasted prepayments. Third, the MSR fair value changes are partially offset by derivative fair value changes that economically hedge the MSR portfolio. We are exposed to increased interest rate volatility due to our interest rate sensitive GSE MSR portfolio. Our hedging strategy provides only partial hedge coverage and we would expect net MSR fair value losses if interest rates drop and conversely, net MSR fair value gains if interest rates rise. Refer to the sensitivity analysis in the Market Risk sections of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for further detail.

Operating expenses - Compensation and benefits are a significant component of our cost-to-service and cost-to-originate and is directly correlated to headcount levels. Headcount in Servicing is primarily driven by the number of loans or UPB being serviced and subserviced, and by the relative mix of performing, delinquent and defaulted loans. As servicing volume is

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expected to modestly increase (see above), we expect a stable to modest increase in our workforce with some offset from an increased relative share of performing loans. We expect to continue to right-size and prudently manage our Originations headcount and operating expenses to align with funded volume. Other operating expenses are expected to correlate with volumes, with some productivity and efficiencies expected through our technology and continuous improvement initiatives. An elevated inflation may result in higher operating expenses due to increases in salaries and benefits and rates charged by our vendors.

Stockholders’ equity - With the above considerations, we expect our businesses to generate net income and increase our equity in 2023, absent any significant adverse change in interest rates or other factors.

SEGMENT RESULTS OF OPERATIONS

We report our activities in three segments, Servicing, Originations and Corporate Items and Other that reflect other business activities that are currently individually insignificant. Our business segments reflect the internal reporting that we use to evaluate operating and financial performance and to assess the allocation of our resources.

Servicing

We earn contractual monthly servicing fees pursuant to servicing agreements pertaining to MSRs we own, which are typically payable as a percentage of UPB, as well as ancillary fees, including late fees, modification incentive fees, REO referral commissions, float earnings and convenience or other loan collection fees, where permitted. We also earn fees under both subservicing and special servicing arrangements with banks and other institutions, including MAV, that own the MSRs. Subservicing and special servicing fees are earned either as a percentage of UPB or on a per-loan basis. Subservicing per-loan fees typically vary based on type of investor and on loan delinquency status.

As of December 31, 2022, we serviced 1.4 million mortgage loans with an aggregate UPB of $289.8 billion, an increase of 2% and 8%, respectively, from December 31, 2021. The average UPB of loans serviced during 2022 increased by 28% or $60.9 billion compared to 2021. The increase in our servicing volume is mostly due to MSR acquisitions, forward and reverse subservicing additions and MSR originations, offset in part by portfolio runoff. We manage the size of our servicing portfolio with our Originations business and by selectively purchasing MSRs based on capital allocation and financial return targets.

In May 2021, PMC entered into a subservicing agreement with MAV for exclusive rights to service the mortgage loans underlying MSRs owned by MAV. MAV provides us with a source of additional subservicing volume, either with the MSRs that MAV purchases outright from third parties or with the MSRs that MAV purchases from PMC. In November 2022, we upsized MAV Canopy capacity with an additional $250 million capital commitment with Oaktree. Refer to Note 11 — Investment in Equity Method Investee and Related Party Transactions.

In October 2021, PMC acquired reverse mortgage subservicing contracts from MAM (RMS) and became its exclusive subservicer under a five-year subservicing agreement. PMC boarded approximately 59,000 additional reverse mortgage loans onto our servicing platform in 2022 under the agreement.

Rithm (formerly NRZ) remains our largest subservicing client, accounting for 17% and 28% of the total serviced UPB and loan count, respectively, in our servicing portfolio as of December 31, 2022. Rithm servicing fees retained by Ocwen represented approximately 13% and 19% of the total servicing and subservicing fees earned by Ocwen, net of servicing fees remitted to Rithm, for 2022 and 2021, respectively. Rithm’s portfolio represents approximately 68% of all delinquent loans that Ocwen serviced, for which the cost to service and the associated risks are higher. Consistent with a subservicing relationship, Rithm is responsible for funding the advances we service for Rithm. In May 2022, Ocwen and Rithm agreed to extend the servicing agreements to December 31, 2023 with subsequent automatic one-year renewals and to amend the sharing of certain ancillary revenue.

The financial performance of our servicing segment is impacted by the changes in fair value of the MSR portfolio due to changes in market interest rates, among other factors. Our MSR portfolio is carried at fair value, with changes in fair value recorded in earnings, within MSR valuation adjustments, net. The fair value of our MSRs is typically correlated to changes in market interest rates; as interest rates decrease, the value of the servicing portfolio typically decreases as a result of higher anticipated prepayment speeds, and the reverse is true. The sensitivity of MSR fair value to interest rates is typically higher for higher credit quality loans, such as our Agency loans. Our Non-Agency portfolio is significantly seasoned, with an average loan age of approximately 17 years, exhibiting little response to movements in market interest rates. Our hedging strategy is designed to reduce the volatility of the MSR portfolio to interest rates.

As of December 31, 2022, we managed 14,233 loans under forbearance associated with borrowers impacted by the COVID-19 pandemic (or 1.0% of our total portfolio), 3,069 of which related to our owned MSRs, or 0.5% of our owned MSR servicing portfolio (excluding failed sale transactions), a reduction of 50% and 55%, respectively, compared to December 31, 2021.

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Loan Resolutions

We have a strong track record of success as a leader in the servicing industry in foreclosure prevention and loss mitigation that helps homeowners stay in their homes and improves financial outcomes for mortgage loan investors. Reducing delinquencies also enables us to recover advances and recognize additional ancillary income, such as late fees, which we do not recognize on delinquent loans until they are brought current. Loan resolution activities address the pipeline of delinquent loans and generally lead to (i) modification of the loan terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan (e.g., a “short sale”), or (iv) foreclosure or deed-in-lieu-of-foreclosure and sale of the resulting REO. Loan modifications must be made in accordance with the applicable servicing agreement as such agreements may require approvals or impose restrictions upon, or even forbid, loan modifications. To select an appropriate loan modification option for a borrower, we perform a structured analysis, using a proprietary model, of all options using information provided by the borrower as well as external data, including recent broker price opinions to value the mortgaged property. Our proprietary model includes, among other things, an assessment of re-default risk.

Advance Obligation

As a servicer, we are generally obligated to advance funds in the event borrowers are delinquent on their monthly mortgage related payments. We advance principal and interest (P&I Advances), taxes and insurance (T&I Advances) and legal fees, property valuation fees, property inspection fees, maintenance costs and preservation costs on properties that have been foreclosed (Corporate Advances). For certain loans in non-Agency securitization trusts, we have the ability to cease making P&I advances and immediately recover advances previously made from the general collections of the respective trust if we determine that our P&I advances cannot be recovered from the projected future cash flows. With T&I and Corporate advances, we continue to advance if net future cash flows exceed projected future advances without regard to advances already made.

Most of our advances have the highest reimbursement priority (i.e., they are “top of the waterfall”) so that we are entitled to repayment from respective loan or REO liquidation proceeds before any interest or principal is paid on the bonds that were issued by the trust. In the majority of cases, advances in excess of respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. The costs incurred in meeting these obligations consist principally of the interest expense incurred in financing the servicing advances. Most subservicing agreements, including our agreements with Rithm, provide for prompt reimbursement of any advances from the owner of the servicing rights. Refer to Note 24 — Commitments to the Consolidated Financial Statements for further description of servicer advance obligations.

Significant Variables

The following factors could significantly impact the results of our Servicing segment from period to period.

Aggregate UPB and Loan Count. Servicing fees are generally earned as a percentage of UPB and subservicing fees are earned on a per-loan basis or as a percentage of UPB. As a result, the change in aggregate UPB and loan count for which we have servicing rights or subservicing rights will directly impact our revenue contributed by our Servicing segment. Aggregate UPB and loan count decline as a result of portfolio run-off and increase to the extent we retain MSRs from new originations or engage in MSR acquisitions.

Cost to Service and Operating Efficiency. Our operating results for our Servicing segment are heavily dependent on our ability to scale our operations to cost-effectively and efficiently perform servicing activities in accordance with our servicing agreements.

Delinquencies. Delinquencies impact our financial results and operating cash flows for our Servicing segment. Non-performing loans are more expensive to service because the loss mitigation activities that we must undertake to keep borrowers in their homes or to foreclose, if necessary, are costlier than the activities required to service a performing loan. These loss mitigation activities include increased contact with the borrower for collection and the development of forbearance plans or loan modifications by highly skilled associates who command higher compensation as well as the higher compliance costs associated with these, and similar activities. While the higher cost is somewhat offset by ancillary fees for severely delinquent loans or loans that enter the foreclosure process, the incremental revenue opportunities are generally not sufficient to cover our increased costs.

In addition, when borrowers are delinquent, the amount of funds that we are required to advance to the investors increases. We utilize servicing advance financing facilities, which are asset-backed (i.e., match funded liabilities) securitization facilities, to finance a portion of our advances. As a result, increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a significant impact on our Servicing segment. Items reducing UPB include scheduled and unscheduled principal payments (runoff), refinancing, loan modifications involving forgiveness of principal, voluntary property sales and involuntary property sales such as foreclosures. Prepayment speed impacts future servicing fees, runoff and valuation of MSRs, float earnings on float balances and interest expense on advances. Increases in anticipated lifetime prepayment speeds generally cause MSR valuation adjustments to increase because MSRs are

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valued based on total expected servicing income over the life of a portfolio. The converse is true when expectations for prepayment speeds decrease.

Reverse Mortgage

The activities and financial performance related to reverse mortgage loans that are securitized and classified as held for investment, at fair value, together with the HMBS-related borrowings, at fair value (internally identified as our Reverse Owned Servicing business) are reflected in the Servicing segment, consistent with how the activities are managed and internally reported. Once a reverse mortgage loan is securitized, our activities are generally consistent with other loan servicing as described above, with the following variations.

Under the terms of ARM-based HECM loan agreements, the borrowers have additional borrowing capacity of $1.8 billion at December 31, 2022. These draws or tails are funded by the servicer and can be subsequently securitized. We do not incur any substantive underwriting, marketing or compensation costs in connection with any future draws, although we must maintain sufficient capital resources and available borrowing capacity to ensure that we are able to fund these future draws prior to securitization with Ginnie Mae (generally less than 30 days).

As an HMBS issuer, we assume certain obligations related to each security issued. In addition to our obligation to fund tails, the most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once they reach 98% of the maximum claim amount (MCA repurchases or active buyouts). Active repurchased loans or buyouts are assigned to HUD and payment is received from HUD through a claims process, generally within 90 days. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount; we bear the risk of exposure if the outstanding balance on a loan exceeds the maximum claim amount. Inactive repurchased loans or buyouts (loans that are in default for one of the following reasons - title conveyances or the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments) are generally liquidated through foreclosure and subsequent sale of REO. State specific foreclosure and REO liquidation timelines have a significant impact on the timing and amount of our recovery. If we are unable to sell the property securing the inactive reverse loan for an acceptable price within the timeframe established by HUD (six months), we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remains with us; we may incur additional losses on REO properties as they progress through the liquidation processes related to delayed timelines due to market conditions, sales commissions, property preservation costs or property tax and insurance advances. The significance of future losses associated with appraisal-based claims is dependent upon the volume of inactive loans, condition of foreclosed properties and the general real estate market.

The Gain on reverse loans held for investment and HMBS-related borrowings, net reported within the Servicing segment includes the net fair value changes of securitized reverse mortgage loans held for investment and HMBS-related borrowings. We elected the fair value accounting election for both our reverse mortgage loans held for investment and the HMBS-related borrowings. The net fair value changes of the reverse mortgage loans and related borrowings reported within the Servicing segment include the following:

•contractual interest income earned on securitized reverse mortgage loans, net of interest expense on HMBS-related borrowings, that is, the servicing fee we are contractually entitled to and collect on a monthly basis under the Ginnie Mae MBS Guide regarding servicing HMBS;

•cash gains on tail securitization. Tails are participations in previously securitized HECMs and are created by additions to principal for borrower draws on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and mortgage insurance premiums;

•fair value changes due to the realization of other expected cash flows of the net asset balance of securitized loans held for investment and HMBS-related borrowings; and

•fair value changes due to the inputs and assumptions of the net balance of securitized loans held for investment and HMBS-related borrowings.

The fair value of our Ginnie Mae securitized HECM loan portfolio generally decreases as market interest rates rise and increases as market rates fall. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach a 98% maximum claim amount liquidation event more quickly, with lower interest rates extending the timeline to liquidation. HECM loans have a longer duration than HMBS-related borrowings as a result of the future draw commitments, and our obligations as issuer of HMBS to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to 98% of the maximum claim amount.

The financial performance associated with the subservicing of reverse mortgage loans associated with the MAM (RMS) transaction is primarily reflected within Servicing and subservicing fees, net since Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net strictly reflects the financial performance of owned loans/servicing. We collect

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higher subservicing fees for inactive loans relative to the base subservicing fee for performing loans or active repurchased loans, commensurate with the level of servicing efforts, as described above.

The following table presents selected results of operations of our Servicing segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Revenue
Servicing and subservicing fees$860.5$773.5$731.211%6%
Gain (loss) on loans held for sale, net(15.1)46.614.7(132)217
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net(25.1)(2.3)7.6975(131)
Other revenue, net1.41.74.2(16)(60)
Total revenue821.7819.4757.78
MSR valuation adjustments, net(36.0)(143.4)(159.5)(75)(10)
Operating expenses
Compensation and benefits126.0108.1113.617(5)
Servicing expense52.398.268.4(47)44
Occupancy and equipment31.126.531.017(14)
Professional services26.131.428.1(17)11
Technology and communications24.723.825.24(5)
Corporate overhead allocations46.247.761.0(3)(22)
Other expenses7.76.64.51646
Total operating expenses314.1342.4331.9(8)3
Other income (expense)
Interest income12.98.27.15717
Interest expense(114.8)(80.8)(90.7)42(11)
Pledged MSR liability expense(255.0)(221.3)(269.1)15(18)
Earnings of equity method investee18.53.6414n/m
Other, net(7.3)5.210.8(241)(52)
Total other expense, net(345.7)(285.1)(342.0)21(17)
Income (loss) before income taxes$125.9$48.5$(75.7)160%(164)%

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The following table provides selected operating statistics for our Servicing segment:

% Change
2022202120202022 vs 20212021 vs 2020
Assets Serviced at December 31
Unpaid principal balance (UPB) in billions:
Performing loans (1)$276.2$254.2$177.69%43%
Non-performing loans12.913.110.3(2)27
Non-performing real estate0.70.70.9(22)
Total$289.8$268.0$188.8842
Conventional loans (2)$186.2$166.3$77.012%116%
Government-insured loans32.628.834.813(17)
Non-Agency loans71.072.877.0(2)(5)
Total$289.8$268.0$188.8842
Servicing portfolio (3)$134.5$135.9$97.4(1)%40%
Subservicing portfolio
Subservicing - forward34.729.424.31821
Subservicing - reverse23.213.967n/m
Total subservicing58.043.324.33478
MAV (4) (5)48.233.046n/m
Rithm (formerly NRZ) (5) (6)49.155.867.1(12)(17)
Total$289.8$268.0$188.8842
Number (in 000’s):
Performing loans (1)1,319.81,287.01,048.73%23%
Non-performing loans
Non-performing loans - Rithm24.130.733.8(21)%(9)%
Non-performing loans - Other31.630.718.4367
55.761.452.2(9)18
Non-performing real estate3.34.96.7(33)(27)
Total1,378.81,353.31,107.6222
Conventional loans (2)734.2686.5349.67%96%
Government-insured loans168.1168.1201.9(17)
Non-Agency loans476.5498.7556.1(4)(10)
Total1,378.81,353.31,107.6222

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% Change
2022202120202022 vs 20212021 vs 2020
Servicing portfolio605.7636.1511.6(5)%24%
Subservicing portfolio
Subservicing - forward126.0105.696.31910
Subservicing - reverse93.754.771n/m
Total subservicing219.7160.396.3
MAV (5)170.7131.630n/m
Rithm (5)382.7425.4499.6(10)(15)
1,378.81,353.31,107.6222
Prepayment speed (CPR) (7)
12-month % Voluntary CPR7.6%17.6%15.2%(57)%16%
12-month % Involuntary CPR0.40.71.5(43)(53)
Total 12-month % CPR11.221.120.0(47)6
Number of completed modifications (in thousands)16.817.328.3(3)%(39)%
Revenue recognized in connection with loan modifications$21.9$27.8$30.2(21)(8)
n/m: not meaningful

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.

(2)Conventional loans at December 31, 2022 include 66,796 prime loans with a UPB of $13.2 billion which we service or subservice. This compares to 73,340 prime loans with a UPB of $13.7 billion at December 31, 2021. Prime loans are generally good credit quality loans that meet GSE underwriting standards.

(3)Includes $7.6 billion UPB of reverse mortgage loans that are recognized in our consolidated balance sheet at December 31, 2022.

(4)Includes $22.1 billion UPB subserviced and $26.1 billion UPB of MSRs sold to MAV that have not achieved sale accounting treatment. Excludes subserviced loans with a UPB of $2.4 billion that have not yet transferred onto the PMC servicing system as of December 31, 2022.

(5)Loans serviced or subserviced pursuant to our agreements with Rithm or MAV.

(6)Includes $1.9 billion UPB of subserviced loans at December 31, 2022.

(7)Total 12-month % CPR includes voluntary and involuntary prepayments, as shown in the table, plus scheduled principal amortization.

The following table provides selected operating statistics related to our owned reverse mortgage loans held for investment reported within our Servicing segment:

% Change
2022202120202022 vs 20212021 vs 2020
Reverse Mortgage Loans at December 31
Unpaid principal balance (UPB):
Loans held for investment (1)$7,199.6$6,546.5$6,299.610%4%
Active Buyouts (2)73.036.128.410227
Inactive Buyouts (2)121.495.360.92756
Total$7,394.0$6,677.9$6,388.9115
Inactive buyouts % to total1.64%1.43%0.95%1551
Future draw commitments (UPB):1,756.61,507.12,044.417(26)

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% Change
2022202120202022 vs 20212021 vs 2020
Fair value:
Loans held for investment (1)$7,392.6$6,979.1$6,872.262
HMBS related borrowings7,326.86,885.06,772.762
Net asset value$65.8$94.1$99.5(30)(5)
Net asset value to UPB0.91%1.44%1.58%

(1)Securitized loans only; excludes unsecuritized loans as reported within the Originations segment.

(2)Buyouts are reported as Loans held for sale, Receivables or REO depending on the loan and foreclosure status.

The following table provides a breakdown of our servicer advances:

Advances by investor type
December 31, 2022Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$3.2$97.7$7.5$108.3
Government-insured3.035.917.756.6
Non-Agency209.1233.9111.0554.0
Total, net$215.3$367.5$136.2$718.9
December 31, 2021Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$2.3$65.7$7.2$75.3
Government-insured0.754.523.478.6
Non-Agency224.7260.7133.1618.5
Total, net$227.7$380.9$163.8$772.4

The following table provides the rollforward of activity of our portfolio of mortgage loans serviced for the years ended December 31, that includes MSRs, whole loans and subserviced loans, both forward and reverse:

Amount of UPB (in billions)Count (in 000’s)
202220212020202220212020
Portfolio at January 1$268.0$188.8$212.41,353.31,107.61,420.0
Additions (1) (2) (3) (4)85.3152.057.4292.2567.9194.5
Sales (2)(11.2)(0.2)(0.3)(0.2)(1.6)
Servicing transfers (1) (2) (5)(18.0)(23.1)(40.5)(114.3)(102.0)(303.1)
Runoff(34.3)(49.7)(40.3)(152.1)(220.0)(202.2)
Portfolio at December 31$289.8$268.0$188.81,378.81,353.31,107.6

(1)Includes the volume of UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans are boarded and deboarded within the same quarter.

(2)Includes MSRs sold to an unrelated third party in the first quarter of 2022 consisting of 38,850 loans with a UPB of $11.1 billion, with the remaining active loans transferred out of the PMC servicing system in the third quarter of 2022, and for which PMC performed interim subservicing.

(3)Additions include purchased MSRs on portfolios consisting of 79 loans with a UPB of $24.1 million that have not yet transferred to the PMC servicing system as of December 31, 2022. Because we have legal title to the MSRs, the UPB and count of the loans are included in our reported servicing portfolio. The seller continues to subservice the loans on an interim basis between the transaction closing date and the servicing transfer date.

(4)Excludes MSRs acquired from unrelated third parties in the third quarter of 2022 consisting of 12,931 loans with a UPB of $4.1 billion for which PMC was previously performing the subservicing.

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(5)2020 includes 270,218 deboarded loans with a UPB of $34.2 billion related to the termination of the subservicing agreement between Rithm and PMC on February 20, 2020. Refer to Note 8 — Other Financing Liabilities, at Fair Value.

Year Ended December 31, 2022 versus 2021

Servicing and Subservicing Fees

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Loan servicing and subservicing fees
Servicing$337.8$339.3$216.2%57%
Subservicing72.921.128.9246(27)
MAV72.815.7363n/m
Rithm255.0304.2383.7(16)(21)
Servicing and subservicing fees738.5680.3628.898
Ancillary income122.093.2102.531(9)
Total$860.5$773.5$731.211%6%

The $87.0 million, or 11% increase in total servicing and subservicing fees in 2022 as compared to 2021 is primarily driven by our successful volume growth strategy, selectively balanced between servicing and subservicing, and the gradual runoff of the Rithm volume and growth of MAV and other new relationships. The increase in ancillary income is driven by float earnings at higher interest rates, as further discussed below.

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The following table presents the respective drivers of residential loan servicing (owned MSRs) and subservicing fees.

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Servicing and subservicing fee
Servicing fees (owned MSRs)$337.8$339.3$216.2%57%
Average servicing fee (% of UPB) (1)0.280.290.30(3)%(3)%
Subservicing fees (excl. MAV and Rithm) (2)$72.9$21.1$28.9245(27)%
Average monthly fee per loan (in dollars) (3)$28$18$956100%
Residential assets serviced
Average UPB ($ in billions):
Servicing portfolio - Owned$130.1$125.5$78.34%60%
Subservicing portfolio
Subservicing - forward35.121.545.563(53)%
Subservicing - reverse21.93.3564n/m
Total subservicing57.024.745.5
MAV42.59.1367n/m
Rithm52.061.474.8(15)(18)%
Total$281.6$220.7$198.628%11%
Average number (in 000’s):
Servicing portfolio602.7609.1466.1(1)%31%
Subservicing portfolio
Subservicing - forward124.983.6268.549(69)%
Subservicing - reverse89.812.9596n/m
Total subservicing817.4705.6734.616(4)%
MAV159.937.4328n/m
Rithm402.4463.1561.6(13)(18)%
Total1,379.71,206.11,296.214%(7)%

(1)Excludes owned reverse mortgages effective with the three months ended June 30, 2022. Prior periods of 2021 and 2020 have been recast to conform to the current presentation.

(2)Subservicing fees for 2020 includes $15.9 million of fees earned on the Rithm PMC MSR Agreements upon receiving the notice of cancellation in February 2020.

(3)Excludes MAV portfolio and includes reverse subservicing beginning in the fourth quarter of 2021.

The table above reflects our strategy to grow our subservicing business, including reverse subservicing, and the increased use of MAV to grow our servicing volume. Comparing 2022 with 2021, we achieved a net $58.2 million servicing and subservicing fee increase, or 9%. Our servicing fee from MAV increased by $57.1 million and our subservicing fee grew by $51.8 million. Partially offsetting these increases, we reported a $49.2 million reduction in fees collected on behalf of Rithm due to portfolio runoff, and servicing fees from our owned MSR portfolio declined by $1.5 million. The $51.8 million increase in subservicing fees is driven by the boarding of new reverse mortgage loans under the subservicing agreement with MAM (RMS). The average subservicing fee per loan increased from $18 to $28 dollars, driven by the additions of reverse mortgage loans that yield relatively higher compensation for both active and inactive loans.

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The following table presents both servicing fees collected and subservicing fees retained by Ocwen under the Rithm (formerly NRZ) agreements.

Rithm Servicing and Subservicing FeesYears Ended December 31,
202220212020
Servicing fees collected on behalf of Rithm$255.0$304.2$383.7
Servicing fees remitted to Rithm (1)(181.0)(215.8)(278.8)
Retained subservicing fees on Rithm agreements (2)$74.0$88.4$104.8
Average Rithm UPB ($ in billions) (3)$52.0$61.4$74.8
Average retained subservicing fees as a % of Rithm UPB0.14%0.14%0.14%

(1)Reported within Pledged MSR liability expense. The Rithm servicing fee includes the total servicing fees collected on behalf of Rithm relating to the MSR sold but not derecognized from our balance sheet. Under GAAP, we separately present servicing fees collected and remitted on a gross basis, with the servicing fees remitted to Rithm reported as Pledged MSR liability expense.

(2)Excludes the servicing fees of loans under the PMC Servicing Agreement after February 20, 2020 due to the notice of termination by Rithm, and subservicing fees earned under subservicing agreements. Also excludes ancillary income.

(3)Excludes the UPB of loans subserviced under the PMC Servicing Agreement after February 20, 2020 due to the notice of termination by Rithm, and excludes the UPB of loans under subservicing agreements.

The net retained fee on our Rithm portfolio for 2022 declined by $14.4 million, or 16% as compared to 2021. The decline in the Rithm fee collection and remittance is primarily driven by the decline in the average UPB of 15% due to portfolio runoff and prepayments. As the Rithm relationship is effectively a subservicing agreement, the COVID-19 environment, loans under forbearance and the fee collection do not impact our financial results to the same extent as for serviced loans with our owned MSRs.

The following table presents the detail of our ancillary income:

Years Ended December 31,% Change
Ancillary Income2022202120202022 vs 20212021 vs 2020
Late charges$41.0$40.9$47.7%(14)%
Custodial accounts (float earnings)26.24.79.9453(53)
Reverse subservicing ancillary fees20.41.4n/mn/m
Loan collection fees11.111.713.0(5)(10)
Recording fees8.516.014.3(47)12
Boarding and deboarding fees4.04.35.0(5)(14)
GSE forbearance fees0.81.51.2(48)25
HAMP fees0.60.6(99)
Other10.012.010.8(16)11
Ancillary income$122.0$93.2$102.531%(9)%

Ancillary income for 2022 increased by $28.8 million as compared to 2021 largely due to an increase in float earnings of $21.5 million due to higher interest rates in 2022, and a $19.0 million increase in reverse servicing ancillary fees on reverse mortgage loans boarded under the subservicing agreement with MAM (RMS) in 2022 and the fourth quarter of 2021. Partially offsetting these increases, recording fees were $7.5 million lower in 2022 due to the reduction in payoff volume.

Gain (Loss) on Loans Held for Sale, Net

Loss on loans held for sale, net for 2022 was $15.1 million, as compared to the $46.6 million gain recognized in 2021. In addition to the $8.8 million loss recognized in 2022 on certain delinquent and aged loans repurchased in connection with the Ginnie Mae EBO program (net of the associated Ginnie Mae MSR fair value adjustment), losses in 2022 are driven by decreased volume and margins on redelivery of repurchased loans in connection with Ginnie Mae loan modifications and EBO activities as a result of higher market interest rates. The unfavorable change is also explained by a $27.1 million gain recognized in 2021 on the sale of loans acquired in connection with the exercise of our servicer call rights of certain Non-Agency trusts.

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Gain (Loss) on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net reported in the Servicing segment is the net change in fair value of securitized loans held for investment and HMBS-related borrowings. Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net excludes reverse subservicing that is reflected in Servicing and subservicing fees. The following table presents the components of the net fair value change and is comprised of net interest income and other fair value gains or losses. Net interest income is primarily driven by the volume of securitized UPB as it is the interest income earned on the securitized loans offset against interest expense incurred on the HMBS-related borrowings, and represents a component of our compensation for servicing the portfolio, that is a percentage of the outstanding UPB. Other fair value changes are primarily driven by changes in market-based inputs or assumptions. Lower interest rates generally result in favorable net fair value impacts on our HECM reverse mortgage loans and the related HMBS financing liability and higher interest rates generally result in unfavorable net fair value impacts. Note that the fair value changes of the net asset value between securitized HECM loans and HMBS (referred to as our reverse MSR) attributable to interest rate changes are effectively used as a hedge of our forward MSR portfolio. See further description of our hedging strategy in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Net interest income (servicing fee)$21.9$19.9$19.210%4%
Realized gain on tail securitization11.221.624.4(48)%(11)%
Other fair value gains (losses) (1)(58.2)(43.8)(36.0)3322%
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net (Servicing)$(25.1)$(2.3)$7.6975%(131)%

(1)     Includes realization of expected cash flows and fair value gains and losses due to inputs and assumptions.

Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net for 2022 declined $22.8 million, or 975%, as compared to 2021 primarily driven by higher unrealized fair value losses due to increasing interest rates and widening yield spread directly impacting projected asset life and the tail value of the HECM reverse mortgage loans. Realized gains on tail securitization declined by $10.4 million in 2022 as compared to 2021, mostly due to a widening yield spread. Tails represent the future draws of borrowers, scheduled and unscheduled, as well as capitalized interest and are included in the fair value of the underlying loans. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach the 98% maximum claim amount liquidation event more quickly. The increase in rates and widening of yield spread resulted in additional $17.7 million fair value losses. Net interest income, that effectively represents our servicing fee increased $2.0 million in 2022 as compared with 2021 mostly due to the growth of the loan portfolio.

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MSR Valuation Adjustments, Net

The following table summarizes the components of MSR valuation adjustments, net reported in our Servicing segment, with additional related measures:

Years Ended December 31,
202220212020
Total fair value gains (losses) (1)+(2)Runoff (1)Changes in rates and assumptions (2)Total fair value gains (losses) (1)+(2)Runoff (1)Changes in rates and assumptions (2)Total fair value gains (losses) (1)+(2)Runoff (1)Changes in rates and assumptions (2)
MSR$166.6$(275.2)$441.8$(120.0)$(250.2)$130.2$(321.2)$(171.4)$(149.8)
MSR pledged liability(88.0)104.1(192.1)11.589.4(77.9)116.8113.03.8
ESS financing liability8.06.61.4
Derivatives(122.6)(122.6)(34.9)(34.9)44.944.9
Total$(36.0)$(164.5)$128.5$(143.4)$(160.8)$17.4$(159.5)$(58.4)$(101.1)
Change in 10-year swap rate (bps)22266(98)
Average UPB ($ in billions)(3)$130.1$125.5$78.3

(1)The terms runoff and realization of expected future cash flows may be used interchangeably within this discussion.

(2)Excludes gains of $9.9 million, $19.6 million and $41.7 million in 2022, 2021, and 2020, respectively, on the revaluation of MSRs purchased at a discount, that is reported in the Originations segment as MSR valuation adjustments, net.

(3)For Owned MSRs, i.e., excludes MSRs subject to sale agreements with Rithm, MAV and others that do not meet sale accounting criteria.

MSR valuation adjustments, net include the fair value gain and losses of the MSR portfolio, the MSR pledged liability associated with the MSR transfers that do not meet sale accounting and the ESS financing liabilities for which we elected the fair value option and that is collateralized by MSRs. The $36.0 million loss in MSR valuation adjustments, net in 2022, comprised of $164.5 million runoff partially offset by a $128.5 million fair value gain due to rates and assumptions. MSR portfolio runoff represents the realization of expected cash flows and yield based on projected borrower behavior, including scheduled amortization of the loan UPB together with projected voluntary prepayments. The runoff in 2022 was relatively stable vs. 2021 (increased by $3.7 million or 2%) when compared with the UPB of the owned portfolio. The $128.5 million fair value gain due to rates and assumptions is primarily driven by an increase in market interest rates (the 10-year swap rate increased by 222 basis points in 2022), partially offset by a $122.6 million hedging loss and a loss attributed to 50 basis point yield or discount rate assumption update by our third-party valuation experts across all investors.

MSR valuation adjustments, net increased by $107.4 million (lower loss) in 2022 as compared to 2021, primarily due to a $111.1 million increase in the gain attributed to rates and assumptions, net of an $87.7 million increase in the hedging loss, driven by an increase in market interest rates (the 10-year swap rate increased by 222 basis points in 2022 as compared to 66 basis points in 2021).

Our MSR hedging policy is designed to reduce the volatility of the MSR portfolio fair value due to market interest rates. Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risks for further detail on our hedging strategy and its effectiveness.

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The following table provides information regarding the changes in the fair value and the UPB of our portfolio of Owned MSRs (excluding MSRs transferred to MAV, Rithm and others ) during 2022, with the breakdown by investor type.

Owned MSR Fair Value (1)Owned MSR UPB ($ in billions) (1)
GSEsGinnie MaeNon- AgencyTotalGSEsGinnie MaeNon- AgencyTotal
Beginning balance$1,198.5$109.4$114.6$1,422.5$98.5$12.0$17.4$127.9
Additions
New cap.193.041.30.1234.414.91.916.8
Purchases164.517.1181.614.61.115.7
Sales/transfers/calls (2)(251.7)14.7(0.3)(237.3)(19.1)(0.3)(19.4)
Change in fair value:
Inputs and assumptions (3)225.419.329.8274.5
Realization of cash flows(134.4)(12.3)(18.4)(165.1)(10.5)(1.8)(2.6)(14.9)
Ending balance$1,395.3$189.5$125.8$1,710.6$98.4$12.9$14.8$126.1
Weighted average note rate3.5%4.2%4.3%3.7%
Fair value (% of UPB)1.42%1.47%0.85%1.36%
Fair value multiple (4)5.56 x3.89 x2.57 x4.91 x
New cap. fair value (% of UPB)1.28%2.20%
New cap. fair value multiple (4)5.09 x4.86 x

(1)See Note 7 — Mortgage Servicing and Note 8 — Other Financing Liabilities, at Fair Value for further information on the Rithm and MAV portfolios.

(2)Includes $97.8 million fair value and $7.4 billion UPB of MSR sales to MAV in 2022 that did not achieve sale accounting treatment.

(3)Mostly changes in interest rates, except for gains of $9.9 million on the revaluation of purchased MSRs, that are reported in the Originations segment.

(4)Multiple of average servicing fee and UPB.

Compensation and Benefits

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Compensation and benefits$126.0$108.1$113.617%(5)%
Average Employment - Servicing
Forward2,7323,0513,598(10)%(15)
Reverse91312112655%908
Total3,6453,1723,610
India and other2,6602,4322,8809%(16)
U.S.985740730331
Total3,6453,1723,61015(12)

Compensation and benefits expense for 2022 increased $17.9 million, or 17%, as compared to 2021 primarily due to an $18.2 million increase in salaries and benefit expense driven by a 15% increase in our average servicing headcount, mostly onshore. The increase in Servicing headcount primarily reflects the hiring of employees to support the growth of the reverse mortgage subservicing platform, specifically with the acquisition of reverse mortgage subservicing from MAM (RMS). In addition, severance expense increased $2.6 million due to forward servicing headcount reductions in 2022, and commissions were $1.1 million higher primarily driven by the MAM (RMS) acquisition. Partially offsetting these increases in expense, incentive compensation decreased $4.7 million primarily due to a decrease in cash-settled share-based awards expense

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associated with the decrease in our common stock price and forfeitures of unvested awards, and a decline in AIP awards. partially due to a reduction in headcount.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on government-insured loans, provision expense for advances and servicing representation and warranties, and certain loan-volume related expenses.

Servicing expense for 2022 declined $45.9 million, or 47%, as compared to 2021. This decline is primarily due to an $18.3 million decrease in satisfaction and interest on payoff expense attributable to lower payoff volume, a $13.8 million decrease in reverse subservicing expenses driven by the transfer of our owned reverse portfolio from a subservicer onto our platform beginning in the fourth quarter of 2021, an $8.1 million reduction in interim subservicing costs incurred on MSR bulk acquisitions in 2021, a $2.3 million decrease in certain indemnification reserves and a $1.7 million decline in provision expense on government-insured claims receivables primarily due to decreased claim volumes.

Other Operating Expenses

Other operating expenses (total operating expenses less Compensation and benefit expense and Servicing expense) for 2022 decreased by $0.2 million as compared to 2021. Professional services declined $5.3 million due to a $13.3 million decrease in legal expenses, mostly driven by reimbursements received from mortgage loan investors related to prior year legal expenses and to payments received following resolution of legacy litigation matters, partially offset by an increase in other litigation and legal expenses and a $7.5 million increase in other professional fees primarily related to our reverse subservicing business and MSR sales. The $1.5 million decline in Corporate overhead allocations is primarily attributable to the decline in support group operating expenses, mostly legal and compensation and benefits. Offsetting these decreases, Occupancy and equipment expense increased $4.6 million primarily due to an increase in printing and mailing expenses mostly as a result of the increase in the average number of loans serviced and additional mailing driven by our acquisition of reverse mortgage subservicing. Other expense increased by $1.0 million driven primarily by the $3.6 million increase in amortization expense recognized during 2022 on the reverse subservicing contract intangible asset recorded in October 2021 and April 2022 as part of the transactions with MAM (RMS), partially offset by a $3.1 million decrease in bank charges driven by increased earning credits due to interest rate increases.

Other Income (Expense)

Interest income for 2022 increased $4.7 million, or 57%, compared to 2021 primarily due to an increase in interest rates during 2022 and higher delinquent interest payments in 2021 related to Ginnie Mae EBO loan repurchases.

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The following table provides information regarding Interest expense:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Interest Expense
Advance match funded liabilities$19.8$14.2$24.139%(41)%
Mortgage loan warehouse facilities9.58.95.4765
MSR financing facilities47.026.015.98164
Corporate debt interest expense allocation (1)31.025.138.223(34)
Escrow7.56.57.015(7)
Total interest expense$114.8$80.8$90.742%(11)%
Average balances
Advances$689.6$754.1$891.3(9)%(15)%
Advance match funded liabilities461.1505.4603.7(9)(16)
Mortgage loan warehouse facilities227.2265.4116.0(14)129
MSR financing facilities942.6701.2308.434127
Effective average interest rate
Advance match funded liabilities4.29%2.81%4.00%53%(30)%
Mortgage loan warehouse facilities4.183.354.6625(28)
MSR financing facilities4.993.715.1534(28)
Average 1ML1.91%0.10%0.52%n/m(81)%
Average 1M Term SOFR1.85%0.04%0.35%n/m(89)%

(1)Effective in the first quarter of 2022, interest expense on the OFC Senior Secured Notes issued in March 2021 is no longer allocated to the Servicing segment. Corporate debt interest expense allocation for prior periods has been recast to conform to the current period presentation. The interest expense allocation adjustment for 2021 is $23.7 million (nil in 2020).

Interest expense for 2022 increased by $34.0 million, or 42%, compared to 2021, primarily due to a $21.0 million increase on MSR financing facilities as a result of an overall increase in the average debt balances to finance the growth of the MSR portfolio and a higher funding cost driven by increasing market interest rates. The $5.6 million increase (39%) in interest expense on advance match funded facilities is due to higher funding cost, driven by increasing market interest rates and our repayment of low-cost OMART term notes during 2022, offset in part by lower average balances of advances and borrowings. The $5.9 million increase in corporate debt interest expense allocation is mostly due to a higher corporate debt allocation to finance the growth of the MSR portfolio.

Pledged MSR liability expense includes the servicing fee remittance related to the MSR transfers that do not meet sale accounting criteria and are presented on a gross basis in our consolidated financial statements and the servicing spread remittance associated with our ESS financing liability at fair value. See Note 8 — Other Financing Liabilities, at Fair Value to the Consolidated Financial Statements. The following table provides the components of Pledged MSR liability expense:

Years Ended December 31,
202220212020
Servicing fees collected on behalf of third party$322.5$318.4$383.7
Less: Subservicing fee retained(82.8)(90.4)(104.8)
Ancillary fee/income and other settlement (incl. expense reimbursement)6.1(6.7)(9.7)
Net servicing fee remittance (1)245.9221.3269.1
ESS servicing spread remittance9.1
Pledged MSR liability expense$255.0$221.3$269.1

(1)For MSR transfers that do not meet sale accounting criteria.

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Pledged MSR liability expense for 2022 increased $33.7 million as compared to 2021, primarily due to a $24.6 million increase in net servicing fee remittance of MSR transfers that do not meet sale accounting criteria. This increase is primarily due to an increase in the MSR portfolio transferred to MAV, launched in the second half of 2021, offset in part by a decline in runoff on the Rithm MSR portfolio. In addition, we recorded $9.1 million servicing spread remittance on the ESS financing liabilities issued in 2022.

Other, net expense for 2022 increased $12.5 million, as compared to 2021, primarily due to income of $4.6 million recognized in 2021 in connection with our exercise of call rights and $1.3 million of termination fees recognized in 2021 as a result of call rights exercised by Rithm. Additionally, in connection with our MSR sales, we recorded $4.9 million early payout protection expense in 2022.

Originations

We originate and purchase loans and MSRs through multiple channels, including retail, wholesale, correspondent, flow MSR purchase agreements, the Agency Cash Window and Co-issue programs and bulk MSR purchases.

We originate and purchase conventional loans (conforming to the underwriting standards of Fannie Mae or Freddie Mac; collectively referred to as Agency loans) and government-insured (FHA, VA or USDA) forward mortgage loans. The GSEs and Ginnie Mae guarantee these mortgage securitizations. We originate HECM loans, or reverse mortgages, that are mostly insured by the FHA and we are an approved issuer of HMBS that are guaranteed by Ginnie Mae.

Within retail, our Consumer Direct channel for forward mortgage loans focuses on targeting existing servicing customers by offering them competitive mortgage refinance opportunities, where permitted by the governing servicing and pooling agreement. In doing so, we generate revenues for our forward lending business and protect the servicing portfolio by retaining these customers. A portion of our servicing portfolio is susceptible to refinance activity during periods of declining interest rates. Origination recapture volume and related gains are a natural economic hedge, to a certain degree, to the impact of declining MSR values as interest rates decline. To the extent we refinance a loan underlying the MSRs subject to the MAV subservicing agreement, we are obligated to transfer such recaptured MSR to MAV under the terms of the joint-marketing agreement. In addition to refinance activities, our Consumer Direct channel targets purchase mortgage loans, cash-out, debt consolidation, mortgage insurance premium reduction, and new customer acquisition.

Our forward lending correspondent channel drives higher servicing portfolio replenishment. We purchase closed loans that have been underwritten to investor guidelines from our network of correspondent sellers and sell and securitize them, on a servicing retained basis. We offer correspondent sellers the choice to take out mandatory or best efforts contracts, under which the seller's obligation to deliver the mortgage loan becomes mandatory only when and if the mortgage is closed and funded. Additionally, we offer correspondent sellers the opportunity to leverage a non-delegated underwriting option for best-efforts deliveries. As of December 31, 2022, we have relationships with 600 approved correspondent sellers, or 162 new sellers since December 31, 2021. On June 1, 2021, we expanded our network through the assignment by TCB to us, of all its correspondent loan purchase agreements with its correspondent sellers (approximately 220 sellers).

We originate and purchase reverse mortgage loans through our retail, wholesale and correspondent lending channels, under the guidelines of the HECM reverse mortgage insurance program of the FHA. Loans originated under this program are generally insured by the FHA, which provides protection against risk of borrower default.

After origination, we package and sell the loans in the secondary mortgage market, through GSE and Ginnie Mae securitizations on a servicing retained basis. Origination revenue mostly includes interest income earned for the period the loans are held by us, gain on sale revenue, which represents the difference between the origination or purchase value and the sale value of the loan including its MSR value, and fee income earned at origination. As the securitizations of reverse mortgage loans do not achieve sale accounting treatment and the loans are classified as loans held for investment, at fair value, reverse mortgage revenues include the fair value changes of the loan from lock date to securitization date.

We provide customary origination representations and warranties to investors in connection with our GSE loan sales and securitization activities. We receive customary origination representations and warranties from our network of approved correspondent lenders. We recognize the fair value of the liability for our representations and warranties at the time of sale. In the event we cannot remedy a breach of a representation or warranty, we may be required to repurchase the loan or provide an indemnification payment to the mortgage loan investor. To the extent that we have recourse against a third-party originator, we may recover part or all of any loss we incur. We actively monitor our counterparty risk associated with our network of correspondent lenders-sellers.

We purchase MSRs through flow purchase agreements, the Agency Cash Window programs and bulk MSR purchases. The Agency Cash Window programs we participate in, and purchase MSR from, allow mortgage companies and financial institutions to sell whole loans to the respective agency and sell the MSR to the winning bidder servicing released. In addition, we partner with other originators to replenish our MSRs through flow purchase agreements. We do not provide any origination representations and warranties in connection with our MSR purchases through MSR flow purchase agreements or Agency Cash

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Window programs. As of December 31, 2022, we have relationships with 238 approved sellers through the Agency Cash Window co-issue programs, or 84 new sellers since December 31, 2021.

We initially recognize our MSR origination with the associated economics in our Originations segment, and transfer the MSR to our Servicing segment once the MSR is initially recognized on our balance sheet with all subsequent performance associated with the MSR, including funding cost, run-off and other fair value changes reflected in our Servicing segment. However, effective in the first quarter of 2022, we report those MSRs purchased through the Fannie Mae Cash Window program that are transferred to MAV and the associated economics in our Servicing segment upon acquisition, as such MSRs are transferred to MAV monthly under an MSR flow sale agreement and subserviced by PMC. Segment results for prior periods have been recast as applicable to conform to the current segment presentation. See the “MSR Valuations Adjustments, net” section below for additional information.

We source additional servicing volume through our subservicing and interim servicing agreements, through our existing relationships and our enterprise sales initiatives. We do not report any revenue or gain associated with subservicing within the Originations segment as the impact is captured in the Servicing segment. However, sales efforts and certain costs - marginal compensation and benefits - are managed and reported within the Originations segment.

For 2022, our Originations business originated or purchased forward and reverse mortgage loans with a UPB of $16.8 billion and $1.4 billion, respectively. In addition, we purchased $11.3 billion UPB MSR through the Agency Cash Window and flow purchase programs during 2022.

Significant Variables

The following factors could significantly impact the results of our Originations segment from period to period.

Economic Conditions. General economic conditions can impact the growth and revenue of our Originations segment by impacting the capacity for consumer credit and the supply of capital. More specifically, employment levels and home prices are variables that can each have a material impact on mortgage volume. Employment levels, the level of wages and the stability of employment are underlying factors that impact credit qualification. The effect of home prices on lending volumes is significant and complex. As home prices go up, home equity increases and this improves the position of existing homeowners either to refinance or to sell their home, which often leads to a new home purchase and a new forward mortgage loan, or in the case of a reverse mortgage, increase the size of the mortgage loan available and the number of potential borrowers. However, if home prices increase rapidly, the effect on affordability for first-time and move-up buyers can dampen the demand for mortgage loans. The more restrictive standards for loan to value (LTV) ratios, debt to income (DTI) ratios and employment that characterize the current market amplify the significance and sensitivity of the housing market and related mortgage lending volumes to employment levels and home prices. If home prices decline due to increased mortgage interest rates or for other reasons, home sales may decline and it may be more difficult for homeowners to refinance existing mortgages, thereby negatively impacting mortgage volume.

Mortgage Rates. Changes in mortgage rates directly impact the demand for both purchase and refinance forward mortgages and therefore can impact the financial results of our Originations segment. Small changes in mortgage rates directly impact housing affordability for both first-time and move-up home buyers and affect their ability to purchase a home. For refinance loans, current market mortgage rates must be considered relative to the rates on the current mortgage debt outstanding. As the time and cost to refinance has decreased, relatively small reductions in mortgage rates can trigger higher refinancing activity. Given the large size of U.S. residential forward mortgage debt outstanding, the impact of mortgage rate changes can drive significant swings in mortgage refinance volume.

Market Size and Composition. The volume of new or refinanced loans is impacted by changes to existing, or development of new, GSE or other government sponsored programs. Changes in GSE or HUD guidelines and costs and the availability of alternative financing sources, such as non-Agency proprietary loans and traditional home equity loans, impact borrower demand for forward and reverse mortgages and therefore can impact the volume of mortgage originations.

Investor Demand. The liquidity of the secondary market for mortgage loans impacts the size of the mortgage loan market by defining loan attributes and credit guidelines for loans that investors are willing to buy and at what price. In recent years, the GSEs have been the dominant providers of secondary market liquidity for forward mortgages, keeping the product and credit spectrum relatively homogeneous and risk averse (higher credit standards).

Margins. Changes in pricing margin for mortgages are closely correlated with changes in market size for mortgage loans. As loan demand and market capacity move out of alignment, pricing adjusts. In a growing market, margins expand and in a contracting market, margins tighten as lenders seek to keep their production at or close to full capacity. Managing capacity and cost is critical as volumes change. Among our channels, our margins per loan are highest in the retail channel and lowest in the correspondent channel. We work directly with the borrower to process, underwrite and close loans in our retail and reverse wholesale channels. In our retail channel, we also identify the customer and take loan applications. As a result, our retail channel is the most people- and cost-intensive and experiences the greatest volume volatility.

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The following table presents the results of operations of our Originations segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Revenue
Gain on loans held for sale, net$52.9$124.5$105.2(58)%18%
Gain on reverse loans held for investment and HMBS-related borrowings, net61.282.053.1(25)54
Other revenue, net (1)27.043.421.0(38)107
Total revenue141.1249.9179.3(44)39
MSR valuation adjustments, net (2)9.919.641.7(50)(53)
Operating expenses
Compensation and benefits85.1101.662.2(16)63
Origination expense11.115.07.2(26)109
Technology and communications9.29.85.5(5)76
Professional services4.810.29.3(53)10
Occupancy and equipment4.56.95.4(35)27
Corporate overhead allocations21.620.018.2810
Other expenses12.29.46.53043
Total operating expenses148.5172.8114.4(14)51
Other income (expense)
Interest income31.217.77.076152
Interest expense(29.0)(22.3)(9.8)30126
Other, net(1.8)(2.3)0.4(21)(750)
Total other income (expense), net0.4(6.9)(2.5)(106)178
Income before income taxes$2.9$89.8$104.2(97)(14)

(1)Includes $2.1 million, $8.5 million and $6.0 million ancillary fee income related to MSR acquisitions reported as Servicing and subservicing fees at the consolidated level for 2022, 2021 and 2020, respectively.

(2)Effective in the first quarter of 2022, we report those MSRs purchased through the Fannie Mae Cash Window program that are transferred to MAV and the associated economics in our Servicing segment upon acquisition, as such MSRs are transferred to MAV monthly under an MSR flow sale agreement and subserviced by PMC. Segment results for prior periods have been recast as applicable to conform to the current segment presentation. The MSR valuation adjustments, net reclassified to the Servicing segment for 2021 was $5.6 million. No such gains were recognized in 2020.

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The following table provides selected operating statistics for our Originations segment:

Years Ended December 31,% Change
UPB in billions2022202120202022 vs 20212021 vs 2020
Loan Production by Channel
Forward loans
Correspondent$15.6$16.6$5.7(6)%192
Consumer Direct1.22.41.3(49)84
$16.8$19.0$7.0(12)171
% Purchase production71322012263
% Refinance production296880(58)(15)
Reverse loans (1)
Correspondent$0.7$0.8$0.5(14)%72%
Wholesale0.30.30.322(8)
Retail0.40.40.2(8)161
$1.4$1.5$0.9(8)62
MSR Purchases by Channel
Agency Cash Window / Flow MSR11.320.415.1(45)35
Bulk MSR purchases4.355.116.6(92)233
Bulk reverse purchases0.2n/mn/m
$15.8$75.6$31.7(79)138
Total$34.0$96.1$39.6(65)143
Short-term loan commitment (at year end)
Forward loans$540.1$1,022.0619.7(47)%65%
Reverse loans13.863.311.7(78)442
Average Employment
U.S.523653461(20)%42%
India and other47040017718126
Total Originations9931,053638(6)65

(1)Loan production excludes reverse mortgage loan draws by borrowers disbursed subsequent to origination that are reported within the Servicing segment.

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Gain on Loans Held for Sale, Net

The following table provides information regarding Gain on loans held for sale by channel and the related forward loan origination volume and margins (excluding fees that are presented in Other revenue, net):

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Gain on Loans Held for Sale (1)
Correspondent$24.6$18.5$20.833%(11)%
Consumer Direct28.3106.084.4(73)26
$52.9$124.5$105.2(58)%18%
% Gain on Sale Margin (2)
Correspondent0.16%0.11%0.37%45%(69)%
Consumer Direct2.304.396.44%(48)(32)
0.31%0.66%1.50%(52)%(56)%
Origination UPB (3) (in billions)
Correspondent$15.6$16.6$5.7(6)%192%
Consumer Direct1.22.41.3(50)84
$16.8$19.0$7.0(12)%171%

(1)Includes realized gains on loan sales and related new MSR capitalization, changes in fair value of IRLCs, changes in fair value of loans held for sale and economic hedging gains and losses.

(2)Ratio of gain on Loans held for sale to Origination UPB. Note that the ratio differs from the day-one gain on sale margin upon lock.

(3)Defined as the UPB of loans funded in the period.

Gain on loans held for sale, net, declined $71.6 million, or 58%, as compared to 2021 primarily due to a $77.7 million decrease in our Consumer Direct channel, driven by a decline in margin and a 50% decrease in loan production attributed to this channel, as detailed in the table above. Our Consumer Direct channel benefited from historical low rate conditions during 2021 and was exposed to rapidly changing and unfavorable market conditions for borrower refinancing due to rising interest rates during 2022. In our Correspondent channel, we recognized a $6.1 million higher gain in 2022 despite a $1.0 billion, or 6% decrease in loan production volume. With our efforts to prudently manage volatile market conditions and improve execution, we were able to continue to grow volume at margin levels that met our targets. On June 1, 2021, we expanded our network of correspondent sellers through the assignment by TCB to us, of all its correspondent loan purchase agreements with its correspondent sellers (approximately 220 sellers). Margins of our Correspondent channel increased when comparing 2022 with 2021 due to our prudent pricing and growth of higher margin execution, including best efforts during 2022.

Gain on Reverse Loans Held for Investment and HMBS-Related Borrowings, Net

The following table provides information regarding Gain on reverse loans held for investment and HMBS-related borrowings, net of the Originations segment that comprises fair value changes of the pipeline and unsecuritized reverse mortgage loans held for investment, at fair value, together with related volume and margin:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Origination UPB (1) (in billions)$1.4$1.5$0.9(6)%62%
Origination margin (2)4.25%5.37%5.64%(21)(5)%
Gain on reverse loans held for investment and HMBS-related borrowings, net (Originations) (3)$61.2$82.0$53.1(25)%54%

(1)Defined as the UPB of loans funded in the period.

(2)Ratio of origination gain and fees - see (3) below - to origination UPB. Note that the ratio includes gains or losses on interest rate lock commitments.

(3)Includes gain on new origination, and loan fees and other. Includes $32.4 million, $34.1 million and $26.9 million non-cash gain on securitization of newly originated loans in 2022, 2021 and 2020, respectively.

We reported a $61.2 million Gain on reverse loans held for investment and HMBS-related borrowings, net in 2022, a $20.8 million or 25% decrease as compared to 2021. The decrease is primarily driven by lower margins in our Retail and Wholesale channels and a decrease in originations volume in our Retail and Correspondent channels, partially offset by an increase in volume in our Wholesale channel. The lower margins were mostly due to the increase in market interest rates and yield spread

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widening observed in the market. Our higher-margin reverse Retail channel generated a net $14.2 million revenue decrease in 2022 as compared to 2021, due to a decline in margin as well as origination volume.

Other revenue, net

Other revenue, net for 2022 declined $16.4 million as compared to 2021 primarily due to a $6.4 million decrease in ancillary fee income related to MSR acquisitions due to a decline in bulk acquisitions and Agency cash window/flow purchases, a $6.2 million decline in setup fees earned for loans boarded on our servicing platform, mostly related to a decline in flow purchases volume, and a $3.7 million decrease in correspondent and broker fees due to a decline in originations volume.

MSR Valuation Adjustments, Net

MSR valuation adjustments, net includes gains of $9.9 million and $19.6 million in 2022 and 2021, respectively, due to revaluation gains on certain MSRs opportunistically purchased through the Agency Cash Window programs, and flow purchases. As an aggregator of MSRs, we may purchase MSRs from smaller originators with a purchase price at a discount to fair value and we recognize valuation adjustments for differences in exit markets in accordance with the accounting fair value guidance. We record such valuation adjustments as MSR valuation adjustments, net within the Originations segment since the segment’s business objective is the sourcing of new MSRs at targeted returns.

MSR valuation adjustments, net for 2022 decreased $9.7 million as compared to 2021, mostly due to volume decrease.

Operating Expenses

Operating expenses for 2022 decreased $24.3 million, or 14%, as compared to 2021. Compensation and benefits decreased by $16.5 million, or 16%, with a $10.2 million decrease in salary and benefits, $6.3 million decline in incentive compensation and $4.5 million lower commissions, partially offset by a $5.1 million increase in severance expense due to headcount reductions in 2022. The decrease in salaries and benefits expense was mostly attributed to a 6% decrease in Originations average total headcount as compared to 2021. Forward Originations headcount, mostly Consumer Direct, declined 13% in 2022 as part of our efforts to right-size our resources to market opportunities. The offshore-to-total average headcount ratio for Originations increased from 38% for 2021 to 47% for 2022. The decline in incentive compensation is primarily due to a decrease in the fair value of cash-settled share-based awards associated with the decrease in our common stock price at December 31, 2022 as compared to December 31, 2021 and a decline in AIP awards that was largely due to a reduction in headcount.

Other operating expenses (total operating expenses less Compensation and benefit expense) decreased $7.8 million primarily due to a $5.4 million decrease in Professional services, explained by outsourced surge resources utilized during 2021 to support production volumes, a $3.9 million decrease in Originations expense due to lower Originations volume in 2022, and a $2.4 million decrease in Occupancy and equipment expense primarily due to lower mailing and postage expenses in our Consumer Direct channel with decreased marketing campaign activities, partially offset by a $1.8 million increase in advertising expense mostly attributed to Reverse Originations and a $1.6 million increase in Corporate overhead allocations, which is primarily driven by Capital Markets cost allocation to Originations, previously a direct charge, and partially offset by a decline in support group operating expenses.

Certain other operating expenses are variable, and as a result, as origination volume increased or decreased so did the related expenses. Examples include credit reports, appraisals, settlement fees, and tax service fees recorded in Origination expenses or certain outsourced services including surge resources recorded in Professional services.

Other Income (Expense)

Interest income consists primarily of interest earned on newly-originated and purchased loans prior to sale to investors. Interest expense is incurred to finance the mortgage loans prior to sale or securitization, which is generally within 20 days. We finance originated and purchased forward and reverse mortgage loans with repurchase and participation agreements, commonly referred to as warehouse lines.

Interest income for 2022 increased $13.5 million as compared to 2021 primarily due to higher interest rates and the increase in the average held for sale loan balances due to higher forward loan production volumes through the first three quarters of the year.

Interest expense for 2022 increased $6.7 million as compared to 2021 due to an increase in effective interest rates driven by base rate increases and a 7% increase in average warehouse facility debt balances, consistent with higher average held for sale loan balances.

Corporate Items and Other

Corporate Items and Other includes revenues and expenses of corporate support services, our reinsurance business CRL, inactive entities, and our other business activities that are currently individually insignificant, revenues and expenses that are

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not directly related to other reportable segments, interest income on short-term investments of cash, gain or loss on repurchases of debt, interest expense on unallocated corporate debt and foreign currency exchange gains or losses. Interest expense on corporate debt is allocated to the Servicing segment and the Originations segment (starting in the fourth quarter of 2021) based on relative financing requirements. Effective in the first quarter of 2022, we no longer allocate the OFC Senior Secured Notes (issued in 2021) and related interest expense to the Servicing and Originations segments. Accordingly, the financing cost of the Servicing and Originations segments reflects and is consistent with the financing structure of the licensed entity PMC that carries out these businesses and does not depend on the financing structure strategy of its parent, as a holding company. Interest expense allocated to the Servicing and Originations segments for prior periods has been recast to conform to the current period presentation. The interest expense allocation adjustment for 2021 is $24.4 million.

Corporate support services include finance, facilities, human resources, internal audit, legal, risk and compliance, capital markets and technology functions. Certain expenses incurred by corporate support services are allocated to the Servicing and Originations segments using various methodologies intended to approximate the utilization of such services. Various measurements of utilization of corporate support services are maintained, primarily time studies, personnel volumes and service consumption levels. Support service costs not allocated to the Servicing and Originations segments are retained in the Corporate Items and Other segment along with certain other costs including certain litigation and settlement related expenses or recoveries, and other costs related to operating as a public company. Corporate Items and Other also includes severance, retention, facility-related and other expenses incurred in 2020 related to our re-engineering initiatives and have not been allocated to other segments.

CRL, our wholly-owned captive reinsurance subsidiary, provides re-insurance related to coverage on REO properties owned or serviced by us. CRL assumes a quota share of REO insurance coverage written by a third-party insurer under a blanket policy issued to PMC. The underlying REO policy provides coverage for direct physical loss on commercial and residential properties, subject to certain limitations. Under the terms of the reinsurance agreement, CRL assumes a 60% quota share of premiums and all related losses and loss adjustment expenses incurred by the third-party insurer, effective March 2021, with a 50% and 40% quota share through February 2021 and May 2020, respectively. The reinsurance agreement expires December 31, 2023, but may be terminated by either party at any time with six months advance written notice. The agreement will automatically renew for additional one-year terms unless either party provides 60 days advance written notice prior to renewal.

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The following table presents selected results of operations of Corporate Items and Other. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2022202120202022 vs 20212021 vs 2020
Revenue
Premiums (CRL)$6.4$5.9$6.210%(5)%
Other revenue0.50.30.467(28)
Total revenue6.96.26.612(6)
Operating expenses
Compensation and benefits78.288.289.6(11)(1)
Professional services18.440.369.4(54)(42)
Technology and communications23.922.528.96(22)
Occupancy and equipment6.13.111.197(72)
Servicing and origination1.50.41.7275(74)
Other expenses9.57.38.130(10)
Total operating expenses before corporate overhead allocations137.6161.8208.7(15)(22)
Corporate overhead allocations
Servicing segment(46.2)(47.7)(61.0)(3)(22)
Originations segment(21.6)(20.0)(18.2)810
Total operating expenses69.894.1129.5(26)(27)
Other income (expense), net
Interest income1.50.51.9200(77)
Interest expense(42.2)(40.9)(8.9)3361
Gain (loss) on extinguishment of debt0.9(15.5)(106)n/m
Other, net(1.1)1.2(4.4)(192)(127)
Total other expense, net(40.9)(54.7)(11.3)(25)384
Loss before income taxes$(103.8)$(142.6)$(134.2)(27)6
n/m: not meaningful

Compensation and Benefits

Compensation and benefits expense for 2022 decreased $10.0 million, or 11%, as compared to 2021 primarily as a result of a $14.7 million decrease in incentive compensation and a $2.0 million decline in salaries and benefit expense, partially offset by a $6.3 million increase in severance expense. The decline in incentive compensation is primarily due to an $8.5 million decrease in cash-settled share-based awards expense associated with the decrease in our common stock price during the year and forfeitures of unvested awards, and a $6.0 million decrease in AIP awards for 2022, partially due to a reduction in headcount. The decline in salaries and benefit expense and the increase in severance expense are due to headcount reduction as part of our cost-reduction efforts. The average Corporate headcount mix between onshore and offshore was unchanged.

Professional Services

Professional services expense for 2022 declined $21.9 million, or 54%, as compared to 2021, primarily due to a $13.4 million decrease in legal expenses and an $8.1 million decline in other professional services expenses. The net decline in legal expenses is largely due to $7.8 million reimbursements received from mortgage loan investors in 2022 related to prior year legal expenses and a $5.6 million decrease in expenses related to other matters. Other professional services for 2021 includes $3.2 million of advisory fees related to our MSR investment joint venture with Oaktree, MAV Canopy, which closed May 3, 2021, and higher utilization of professional services in 2021 including consulting services related to corporate strategy and business initiatives.

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Other Operating Expenses

Technology and communications expense for 2022 increased $1.4 million, or 6%, as compared to 2021, primarily due to an increase in cloud usage costs. Occupancy and equipment expense for 2022 increased $3.0 million or 97%, as compared to 2021, primarily due to facility repairs required in connection with our exit of our New Jersey leased office facility. As compared to 2021, Other expenses for 2022 increased $2.2 million primarily driven by certain tax credits in 2021 and increased travel and miscellaneous expenses in 2022.

Other Income (Expense)

Interest expense for 2022 increased $1.3 million, or 3%, as compared to 2021. The debt balance of the Corporate segment is comprised mostly of the OFC Senior Secured Notes issued by Ocwen (parent company) as the PMC Senior Secured Notes are largely allocated to the Servicing and Originations segments. The increase is primarily driven by a higher average corporate debt and higher cost of corporate debt that is mostly attributed to the OFC Senior Secured Notes issued at a discount on March 4, 2021 and May 3, 2021 to Oaktree together with warrants that resulted in an additional discount, the accretion of which is reported as interest expense.

In the second quarter of 2022, we recognized a gain on debt extinguishment of $0.9 million resulting from our repurchase of $25.0 million PMC 7.875% Senior Secured Notes due March 2026 at a discount, net of the proportionate write-off of unamortized discount and debt issuance costs. In March 2021, we recognized a loss on debt extinguishment of $15.5 million resulting from our early repayment of the SSTL due May 2022 and our early redemption of our 6.375% PHH senior unsecured notes due August 2021 and our 8.375% PMC senior secured notes due November 2022. The loss on debt extinguishment in 2021 includes the write-off of unamortized debt issuance costs and discount, as well as contractual prepayment premiums.

We reported $1.1 million Other expense in 2022 as compared to $1.2 million Other income in 2021, primarily driven by a $2.3 million increase in loss adjustment expense related to our CRL business due to a higher claim ratio attributed to higher frequency and severity. In addition, we recorded foreign currency remeasurement losses of $0.1 million in 2022, as compared to gains of $0.3 million in 2021, related to our operations in India and the Philippines.

LIQUIDITY AND CAPITAL RESOURCES

Overview

We have successfully completed multiple financing transactions at market terms during 2022 as summarized below, which included refinancing and rightsizing our existing facilities as well as entering into new transactions with respect to our current and anticipated financing needs in the normal course of business:

•We have entered into multiple ESS financing transactions for aggregated proceeds of $200.9 million to fund our GSE MSR acquisitions and portfolio growth.

•We increased the borrowing capacity of our MSR financing facilities by $240.0 million to fund our MSR acquisitions and portfolio growth, and extended the duration of our debt.

•We voluntarily reduced total borrowing capacity on our advance facilities by $40.6 million as we continue to experience improvements in our servicing portfolio performance.

•We have kept the total borrowing capacity on our mortgage loan warehouse facilities materially unchanged, and extended the maturity of our debt.

In addition, after evaluating our liquidity, capital allocation and profitability outlook, we completed the following repurchases during 2022. We funded the repurchases with available cash.

•We repurchased $50.0 million of our common stock under a share repurchase program authorized by Ocwen’s Board of Directors.

•We opportunistically repurchased $25.0 million of our PMC Senior Secured Notes in the open market for a price of $23.6 million, and recognized a $0.9 million net gain on debt extinguishment.

We actively monitor and, during 2022, we have adjusted our borrowing capacity on our various collateralized debt agreements to align with our financing needs and to optimize our financing costs. A summary of borrowing capacity under our advance facilities, mortgage warehouse facilities and MSR financing facilities is as follows (see Note 13 — Borrowings to the Consolidated Financial Statements for additional information):

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December 31, 2022December 31, 2021
Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)
Advance facilities$554.4$27.5$13.2$595.0$82.7$
Mortgage loan warehouse facilities2,133.0332.61,097.62,119.3240.3794.0
MSR financing facilities1,025.0143.417.1785.040.418.3
Total$3,712.4$503.5$1,128.0$3,499.3$363.4$812.3

(1)Total Borrowing Capacity represents the maximum amount which can be borrowed, subject to eligible collateral. Available Borrowing Capacity represents Total Borrowing Capacity less outstanding borrowings.

At December 31, 2022, none of the available borrowing capacity under our advance financing facilities could be funded based on the amount of eligible collateral that had been pledged to such facilities. Also, none of our uncommitted borrowing capacity was available to fund advances at December 31, 2022 under our Ginnie Mae MSR financing facility based on the amount of eligible collateral. We may utilize committed borrowing capacity under our mortgage loan warehouse facilities and MSR financing facilities to the extent we have sufficient eligible collateral to borrow against and otherwise satisfy the applicable conditions to funding. At December 31, 2022, we had $11.1 million committed borrowing capacity under our mortgage loan warehouse facilities and nil committed borrowing capacity under our MSR financing facilities, based on the amount of eligible collateral. Uncommitted amounts can be advanced at the discretion of the lender, and there can be no assurance that any uncommitted amounts will be available to us at any particular time.

At December 31, 2022, our unrestricted cash position was $208.0 million compared to $192.8 million at December 31, 2021. We typically invest cash in excess of our immediate operating needs in deposit accounts and other liquid assets.

We optimize our daily cash position to reduce financing costs while closely monitoring our liquidity needs and ongoing funding requirements. We regularly monitor and project cash flows over various time horizons as a way to anticipate and mitigate liquidity risk. We maintain liquidity buffers to be responsive to the level of risks, including stressed market interest rate conditions and operational risk.

In assessing our liquidity outlook, our primary focus is on available cash on hand, unused available funding and the following forecast measures:

•Financial projections for ongoing net income, excluding the impact of non-cash items, and working capital needs including loan and MSR origination and repurchases;

•Requirements for amortizing and maturing liabilities;

•The projected change in advances compared to the projected borrowing capacity to fund such advances under our facilities, including capacity for monthly peak needs;

•Projected funding requirements for acquisitions of MSRs and other investment opportunities, including our equity contributions to MAV Canopy;

•Funding capacity for whole loans and tail draws under our reverse mortgage commitments subject to warehouse eligibility requirements;

•Potential payments or recoveries related to legal and regulatory matters, insurance, taxes and others; and

•Margining requirements associated with our borrowing facilities and hedging program.

Use of Funds

Our primary near-term uses of funds in the normal course include:

•Payment of operating costs and corporate expenses;

•Payments for advances in excess of collections;

•Investing in our servicing and originations businesses, including MSRs, other asset acquisitions and MAV Canopy equity contributions;

•Originated and repurchased loans, including scheduled and unscheduled equity draws on reverse mortgage loans;

•Payment of margin calls under our MSR financing facilities and derivative instruments;

•Repayments of borrowings, including under our MSR financing, advance financing and warehouse facilities, and payment of interest expense; and

•Net negative working capital and other general corporate cash outflows.

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We have originated floating-rate reverse mortgage loans under which the borrowers have additional borrowing capacity of $1.8 billion at December 31, 2022. This additional borrowing capacity is available on a scheduled or unscheduled payment basis. During 2022, we funded $246.1 million out of the $1.5 billion borrowing capacity available as of December 31, 2021. We also had short-term commitments to lend $540.1 million and $13.8 million in connection with our forward and reverse mortgage loan IRLCs, respectively, outstanding at December 31, 2022. As an HMBS issuer, we assume certain obligations related to each security issued. The most significant obligation is the requirement to repurchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount (MCA repurchases), or when they become inactive (the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments).We carry these repurchases until reimbursement by HUD and/or property liquidation if inactive. Our subservicing clients bear the financial obligation and risks associated with purchasing loans out of securitization pools within the portfolio we subservice. See Note 24 — Commitments to the Consolidated Financial Statements for additional information. We finance originated and purchased forward and reverse mortgage loans with repurchase and participation agreements, referred to as warehouse lines.

Regarding the current maturities of our borrowings, as of December 31, 2022, we have approximately $1.7 billion of debt outstanding that would either come due, begin amortizing or require partial repayment in the next 12 months. This amount is comprised of $702.7 million of borrowings under forward and reverse mortgage warehouse facilities, $512.5 million of notes under advance financing facilities that will enter their respective amortization periods, $467.7 million outstanding under Agency and Ginnie Mae MSR financing facilities maturing in 2022, and $17.5 million of scheduled principal amortization on the PLS Notes secured by PLS MSRs.

With respect to liquidity management, we consider our servicing advance requirements during each investor remittance period and the uncertainties of daily margin calls on our collateralized debt facilities and derivative instruments due to interest rate fluctuations.

As servicer, we are required to advance to investors the loan P&I installments not collected from borrowers for those delinquent loans, including those on forbearance plans. Loan payoffs and prepayments are a source of additional liquidity and are dependent on the interest rate environment. We also advance T&I and Corporate advances primarily on properties that are in default or have been foreclosed. Our obligations to make these advances are governed by servicing agreements or guides, depending on investors or guarantor. Refer to Note 24 — Commitments to the Consolidated Financial Statements for further description of our servicer advance obligations. As subservicer, we are also required to make P&I, T&I and Corporate advances on behalf of servicers following the servicing agreements or guides. However, servicers are generally required to reimburse us within 30 days of our advancing under the terms of the subservicing agreements, and we are generally reimbursed by Rithm the same day we fund P&I advances, or within no more than three days for servicing advances and certain P&I advances under the Ocwen agreements.

We are generally subject to daily margining requirements under the terms of our MSR financing facilities and daily cash calls for our TBAs, interest rate swap futures or other derivatives. Declines in fair value of our MSRs due to declines in market interest rates, assumption updates or other factors require that we provide additional collateral to our lenders under MSR financing facilities. Similarly, declines in fair value of our derivative instruments require that we provide additional collateral to the clearing counterparties. While the objective our hedging strategy is to reduce volatility due to interest rates, it is also designed to address cash and liquidity considerations. Refer to the sensitivity analysis in the Market Risk section of Risk Management for our quantitative and qualitative disclosures about market risk.

Our medium- and long-term requirements for cash include:

•Payment of interest and principal repayment of our corporate debt that matures in 2026 and 2027;

•Any payments associated with the confirmation of loss contingencies; and

•Any other payments required under contractual obligations discussed above that extend beyond one year.

We are focused on ensuring that we have sufficient liquidity sources to continue to operate and support our business initiatives. We continuously evaluate alternative financings to diversify our sources of funds, optimize maturities and reduce our funding cost. See “Sources of Funds” below.

Sources of Funds

Our primary sources of funds for near-term liquidity in normal course include:

•Collections of servicing and subservicing fees and ancillary revenues;

•Collections of advances in excess of new advances;

•Proceeds from match funded advance financing facilities;

•Proceeds from other borrowings, including warehouse facilities and MSR financing facilities;

•Proceeds from sales and securitizations of originated loans and repurchased loans; and

•Net positive working capital from changes in other assets and liabilities.

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Servicing advances are an important component of our business and represent amounts that we, as servicer, are required to advance to, or on behalf of, our servicing clients if we do not receive such amounts from borrowers. Our use of advance financing facilities is integral to our cash and liquidity management strategy. Revolving variable funding notes issued under our advance financing facilities to financial institutions typically have a revolving period of 12 months. Additionally, certain of our financing and subservicing agreements permit us to retain advance collections for a period ranging from one to two business days before remittance, thus providing a source of short-term liquidity.

We use mortgage loan repurchase and participation facilities (commonly called warehouse lines) to fund newly-originated loans on a short-term basis until they are sold or securitized to secondary market investors, including GSEs or other third-party investors, and to fund repurchases of certain Ginnie Mae forward loans, HECM loans, second-lien loans and other types of loans. Warehouse facilities are structured as repurchase or participation agreements under which ownership of the loans is temporarily transferred to the lender. These facilities contain eligibility criteria that include aging and concentration limits by loan type among other provisions. Currently, our master repurchase and participation agreements generally have maximum terms of 364-days. The funds are typically repaid using the proceeds from the sale of the loans to the secondary market investors, usually within 30 days.

We also rely on the secondary mortgage market as a source of consistent liquidity to support our lending operations. Substantially all of the mortgage loans that we originate or purchase are sold or securitized in the secondary mortgage market in the form of residential mortgage-backed securities guaranteed by Fannie Mae or Freddie Mac and, in the case of mortgage-backed securities guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA, VA or United States Department of Agriculture (USDA).

We regularly evaluate financing structure options that we believe will most effectively provide the necessary capacity to support our investment plans, address upcoming debt maturities and accommodate our business needs. We continuously evaluate the allocation of our capital to MSR investments, the related returns, funding and liquidity requirements. The relationship with MAV may continue to provide PMC with an additional means to finance MSRs and maintain liquidity while maintaining servicing volume - See Item 1. Business, Oaktree Relationship for further details. With the development of MAV and our relationships with other clients, additional opportunities to rebalance our servicing and subservicing portfolio mix are available to us and may result in the sale of MSRs while we would perform subservicing for the sold portfolio. In 2022, we issued excess servicing spread financing liabilities that allowed us to continue to perform servicing while enhancing our liquidity.

Covenants

Our debt agreements contain various qualitative and quantitative covenants including financial covenants, covenants to operate in material compliance with applicable laws and regulations, monitoring and reporting obligations and restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional debt, paying dividends or making distributions on or purchasing equity interests of Ocwen and its subsidiaries, repurchasing or redeeming capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Ocwen and its subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates. These covenants may limit the manner in which we conduct our business and may limit our ability to engage in favorable business activities or raise additional capital to finance future operations or satisfy future liquidity needs. In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and litigation and changes of control. See Note 13 — Borrowings to the Consolidated Financial Statements for additional information regarding our covenants. The most restrictive liquidity requirement under our debt agreements is for a minimum of $75.0 million in consolidated liquidity, as defined, under certain of our advance match funded debt and MSR financing facilities agreements. At December 31, 2022, we held unrestricted cash in excess of this minimum amount.

In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations, and other legal remedies, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations. We believe that we are in compliance with the covenants in our debt agreements as of December 31, 2022.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. The following table summarizes our current

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ratings and outlook by the respective nationally recognized rating agencies. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Rating AgencyLong-term Corporate RatingReview Status / OutlookDate of last action
Moody’sCaa1PositiveAugust 15, 2022
S&PB-StableJanuary 24, 2023

On August 15, 2022, Moody’s reaffirmed their ratings of Caa1 and revised their outlook to Positive from Stable. In its affirmation of PMC’s ratings, Moody’s referenced currently weak but improving profitability and modest capital levels. In its change in PMC’s outlook to Positive from Stable, Moody’s cited the progress the company is making in transitioning its strategy to focus on originations and servicing of non-delinquent forward and reverse mortgages from the servicing of seriously delinquent loans, which should lead to a more resilient business model and more stable earnings profile. The Positive outlook also reflects Moody's expectation that PMC will maintain stable financial metrics in the next 12-18 months with respect to capitalization and liquidity, continue to strengthen its servicing and origination franchises and make progress with respect to its strategic plan to improve profitability.

On February 24, 2021, concurrent with the launch of the PMC Senior Secured Notes offering, both Moody’s and S&P reaffirmed the long-term corporate ratings at Caa1 and B-, respectively. In addition, both agencies revised the outlook of the issuer corporate ratings to Stable from Negative. This change in outlook was driven by the elimination of the short debt maturity runway and refinancing risk, which was listed as an area of concern by both Moody’s and S&P. S&P affirmed the long-term corporate rating at B- on January 24, 2022, and again on January 24, 2023.

On January 24, 2022, S&P raised the assigned rating to the PMC Senior Secured Notes from ‘B-’ to ‘B’ and maintained a stable outlook citing improved profitability and increase in assets. On January 24, 2023, S&P affirmed the ’B’ rating.

It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.

Cash Flows

Our operating cash flow is primarily impacted by operating results, including Originations gains on loan sales, changes in our servicing advance balances, the level of mortgage loan production, the timing of sales and securitizations of mortgage loans, and the margin calls required under our MSR financing facilities or derivative instruments. We classify purchases of MSRs through flow purchase agreements, Agency Cash Window and bulk acquisitions as investing activity. MSR investments represent a key indicator of our ability to generate future income in our Servicing business, together with originated MSRs. We classify changes in HECM loans held for investment as investing activity and changes in the related HMBS borrowings as financing activity.

Our Rithm and MAV agreements represent an important component of our liquidity and our liquidity management, and have a significant impact on our consolidated statements of cash flows. Because the payments we received in connection with our agreements with Rithm and MAV were recorded as secured financings, additions to, and reductions in, the balance of those secured financings were recognized as financing activity in our consolidated statements of cash flows. Excluding the impact of changes to the secured financings attributed to changes in fair value, changes in the balance of these secured financings are reflected in cash flows from operating activities despite having no impact on our consolidated cash balance.

Our cash flows are summarized as follows:

$ in millionsFor the Year Ended December 31,
20222021
Net cash provided by (used in) operating activities173$(468)
Net cash provided by (used in) investing activities(149)(1,005)
Net cash provided by (used in) financing activities(13)1,380
Net increase (decrease) in cash, cash equivalents and restricted cash$11$(93)
Cash, cash equivalents and restricted cash at end of period$274$264

Cash flows for the year ended December 31, 2022

Our operating activities provided $173.2 million of cash, including net collections of servicing advances of $28.3 million, and net cash received on loans held for sale of $8.1 million, due to lower forward loan production volumes. In addition, we received earnings distributions of $18.5 million from our equity method investee MAV Canopy.

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Our investing activities used $149.1 million of cash. The primary uses of cash in our investing activities include $199.4 million to purchase MSRs, $77.0 million net cash outflows in connection with our HECM reverse mortgages, $6.9 million acquisition of reverse mortgage subservicing intangible assets and $19.0 million of capital contributions, net of distributions, to our equity method investee MAV Canopy. Offsetting cash inflows include $155.7 million proceeds from the sale of MSRs to unrelated third-parties.

Our financing activities used $13.4 million of cash. Cash outflows include a $327.1 million net repayments of borrowings under our mortgage warehouse and MSR financing facilities due to the decline in loans held for sale and $111.9 million of net payments on the financing liabilities related to MSRs transferred due to runoff. We also paid $23.6 million to repurchase $25.0 million of our 7.875% PMC Senior Secured Notes and $50.0 million to repurchase 1,750,557 shares of our common stock. Cash inflows include $1.8 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, largely offset by repayments on the related financing liability of $1.6 billion, $86.2 million of proceeds from sale of MSRs accounted for as a financing in connection with sales of MSRs to MAV, $200.9 million of proceeds from the new ESS financings and $1.4 million of net proceeds on advance match funded liabilities.

Cash flows for the year ended December 31, 2021

Our operating activities used $468.4 million of cash largely due to the growth of our new Originations production with net cash paid on loans held for sale of $623.0 million, partially offset by the $28.9 million of net collections of servicing advances, mostly P&I advances.

Our investing activities used $1.0 billion of cash. The primary uses of cash in our investing activities include $831.2 million to purchase MSRs, mostly through bulk acquisitions, net cash outflows in connection with our HECM reverse mortgages of $135.1 million and $23.3 million of capital contributions, net of distributions, to our equity method investee MAV Canopy.

Our financing activities provided $1.4 billion of cash. Cash inflows include $647.9 million of proceeds from the issuance of the PMC Senior Secured Notes and the OFC Senior Secured Notes, warrants and common stock to Oaktree and $1.7 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, largely offset by repayments on the related financing liability of $1.6 billion, $247.0 million of proceeds from sale of MSRs accounted for as a financing in connection with sales of MSRs to MAV, and a $1.1 billion net increase in borrowings under our mortgage loan warehouse and MSR financing facilities. Cash outflows include $319.2 million to repay our 6.375% senior unsecured notes and 8.375% senior secured notes, $188.7 million repayment of the SSTL, $69.0 million of net repayments on advance match funded liabilities, and $91.2 million of net payments on the financing liabilities related to MSRs transferred.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the date of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have processes in place to monitor these judgments and assumptions, and management is required to review critical accounting policies and estimates with the Audit Committee of the Board of Directors. The following is a summary of certain accounting policies and estimates involving significant judgments. Our significant accounting policies and critical accounting estimates are described in Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements.

Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain instruments in our statement of operations and to determine fair value disclosures. Refer to Note 3 — Fair Value to the Consolidated Financial Statements for the fair value hierarchy, descriptions of valuation methodologies used to measure significant assets and liabilities at fair value and details of the valuation models, key inputs to those models, significant assumptions utilized, and sensitivity analyses. We follow the fair value hierarchy to prioritize the inputs utilized to measure fair value and classify instruments as Level 3 when the valuation technique requires significant unobservable inputs or assumptions. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. The determination of the fair value of these Level 3 financial assets and liabilities and MSRs requires significant management judgment and estimation. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a sensitivity analysis reflecting the estimated change in the fair value of our MSRs, HECM loans held for investment and loans held for sale carried at fair value as well as any related derivatives at December 31, 2022, given hypothetical instantaneous parallel shifts in the yield curve.

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The following table summarizes assets and liabilities measured at fair value on a recurring and nonrecurring basis and the amounts measured using Level 3 inputs:

December 31,
20222021
Loans held for sale$622.7$928.5
Loans held for investment - Reverse mortgages7,504.17,199.8
MSRs2,665.22,250.1
Derivatives and other13.729.8
Assets at fair value$10,805.7$10,408.2
As a percentage of total assets87%86%
Assets at fair value using Level 3 inputs$10,212.2$9,707.8
As a percentage of assets at fair value95%93%
HMBS-related borrowings7,326.86,885.0
Other financing liabilities1,137.4805.0
Derivatives15.03.1
Liabilities at fair value$8,479.2$7,693.1
As a percentage of total liabilities71%66%
Liabilities at fair value using Level 3 inputs$8,464.1$7,688.9
As a percentage of liabilities at fair value100%100%

We have various internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to analysis and management review and approval. Additionally, we utilize a number of controls to ensure the results are reasonable, including comparison, or “back testing,” of model results against actual performance and monitoring the market for recent trades, including our own price discovery in connection with potential and completed sales, and other market information that can be used to benchmark inputs or outputs. Considerable judgment is used in forming conclusions about Level 3 inputs such as prepayment speeds and discount rates. Changes to these inputs could have a significant effect on fair value measurements.

Valuation of Reverse Mortgage Loans Held for Investment

Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae guaranteed securities (or HMBS). Loan transfers in these Ginnie Mae securitizations do not qualify for sale accounting and are recorded as secured borrowings. We record both loans held for investment and the corresponding HMBS borrowings at fair value. Our net exposure to reverse mortgages and the HMBS-related borrowings is limited to the residual value we retain, including future draw commitments. Changes in the fair value of the loans held for investment are largely offset by changes in the value of the related secured financing. As of December 31, 2022, we reported $7.4 billion securitized loans held for investment at fair value and $7.3 billion HMBS-related borrowings at fair value, with a residual, net asset value of $65.8 million. In 2022, we recorded a net $25.1 million loss on change in fair value of securitized loans held for investment and HMBS-related borrowings reported in Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net in our Servicing segment.

The fair value of both reverse mortgage loans held for investment and corresponding HMBS-related borrowings is based primarily on discounted cash flow methodologies. Inputs to the discounted cash flows of these assets include future draws and tail spread gains, conditional prepayment rate (including voluntary and involuntary prepayments) and discount rate. The determination of fair value requires management judgment due to the significant unobservable assumptions, including conditional prepayment rate and discount rate.

We engage third-party valuation experts to support our valuation and provide observations and assumptions related to market activities. We evaluate the reasonableness of our fair value estimate and assumptions using historical experience, or cash flow backtesting, adjusted for prevailing market conditions and benchmarks with third-party expert valuations. We believe that our back-testing and benchmarking procedures provide reasonable assurance that the fair value used in our consolidated financial statements complies with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

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The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by class projected for the five-year period beginning December 31, 2022:

December 31,
Significant unobservable assumptions20222021
Life in years
Range1.0 to 7.61.0 to 8.2
Weighted average5.05.7
Conditional prepayment rate (1)
Range13.2% to 45.0%11.2 % to 36.6%
Weighted average18.0%16.0%
Discount rate5.1%2.6%

(1)Includes voluntary and involuntary prepayments.

Valuation of MSRs and Other Financing Liabilities

We originate MSRs from our lending activities and acquire MSRs through flow purchase agreements, Agency Cash Window programs, bulk purchases, asset acquisitions or business combinations. We account for MSRs and pledged MSR liabilities at fair value (reported within Other financing liabilities, at fair value). As of December 31, 2022, we reported a $2.7 billion fair value of MSRs. In 2022, we recorded a $176.5 million fair value gain on the revaluation of our MSRs and an $88.0 million fair value loss on the revaluation of our pledged MSR liabilities.

We determine the fair value of MSRs and pledged MSR liabilities primarily using discounted cash flow methodologies. The significant estimated future cash inflows for MSRs include servicing fees, late fees, float earnings and other ancillary fees and cash outflows include the cost of servicing, the cost of financing servicing advances and compensating interest payments. The determination of the fair value of MSRs and pledged MSR liabilities requires management judgment relating to the significant unobservable assumptions that underlie the valuation, including prepayment speed, delinquency rates, cost to service and discount rate. Our judgement is informed by the transactions we observe in the market, by our actual portfolio performance and by the advice and information we obtain from our valuation experts, amongst other factors.

To assist in the determination of fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and a prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, incorporating available industry survey results, and including risk premiums and liquidity adjustments. While the models and related assumptions used by the valuation experts are proprietary to them, we understand the methodologies and assumptions used to develop the prices based on our ongoing due diligence, which includes regular discussions with the valuation experts, and we perform additional verification and analytical procedures. We evaluate the reasonableness of our third-party experts’ assumptions using historical experience adjusted for prevailing market conditions and benchmarks with third-party expert valuation and market participant surveys. We believe that our procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

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The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by class projected for the five-year period beginning December 31, 2022:

ConventionalGovernment-InsuredNon-Agency
Prepayment speed
Range2.9% to 10.0%5.2% to 10.4%7.0% to 7.9%
Weighted average7.3%7.8%7.3%
Delinquency
Range0.6% to 1.0%7.3% to 11.9%8.5% to 18.0%
Weighted average0.7%8.5%12.2%
Cost to service (in dollars)
Range$68 to $69$105 to $120$185 to $244
Weighted average$68$112$206
Discount rate9.5%10.5%10.6%

Changes in these assumptions are generally expected to affect our results of operations as follows:

•Increases in prepayment speeds generally reduce the value of our MSRs as the underlying loans prepay faster which causes accelerated MSR portfolio runoff, higher compensating interest payments and lower overall servicing fees, partially offset by a lower overall cost of servicing, increased float earnings on higher float balances and lower interest expense on lower servicing advance balances.

•Increases in delinquencies generally reduce the value of our MSRs as the cost of servicing increases during the delinquency period, and the amounts of servicing advances and related interest expense also increase.

•Increases in the discount rate reduce the value of our MSRs due to the lower overall net present value of the net cash flows.

•Increases in interest rate assumptions will increase interest expense for financing servicing advances although this effect is partially offset by an increase in the amount of float earnings.

Allowance for Losses on Servicing Advances and Receivables

Advances are generally fully reimbursed under the terms of servicing agreements. However, servicing advances may include claimable (with investors) but non-recoverable expenses, for example due to servicer error, such as lack of reasonable documentation as to the type and amount of advances. We record an allowance for losses on servicing advances to the extent we believe that a portion of advances are uncollectible under the provisions of each servicing contract taking into consideration, among other factors, our historical collection rates, probability of default, cure or modification, length of delinquency and the amount of the advance. We continually assess collectability using proprietary cash flow projection models that incorporate a number of different factors, depending on the characteristics of the mortgage loan or pool, including, for example, the probable loan liquidation path, estimated time to a foreclosure sale, estimated costs of foreclosure action, estimated future property tax payments and the estimated value of the underlying property net of estimated carrying costs, commissions and closing costs. At December 31, 2022, the allowance for losses on servicing advances was $6.2 million, which represented 1% of total servicing advances. In 2022, we recorded a $7.2 million provision expense for losses on servicing advances.

We record an allowance for losses on receivables in our Servicing business, including related to defaulted FHA-, VA- or USDA-insured loans repurchased from Ginnie Mae guaranteed securitizations (government-insured claims). This allowance for expected credit losses is estimated based on relevant qualitative and quantitative information about past events, including historical collection and loss experience, current conditions and reasonable and supportable forecasts that affect collectability. The government-insured claims that do not exceed HUD, VA, FHA or USDA insurance limits are not subject to any allowance for losses as guaranteed by the U.S. government. At December 31, 2022, the allowance for losses on receivables related to government-insured claims was $33.8 million, which represented 24% of total government-insured claims receivables. In 2022, we recorded a $12.5 million provision expense on receivables related to government-insured claims.

Determining an allowance for losses involves management judgment and assumptions that, given similar information at any given point, may result in a different but reasonable estimate.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and

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liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we gave more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses.

For the three-year periods ended December 31, 2022 and 2021, the U.S. filing jurisdiction was in a material cumulative loss position. We recognize that cumulative losses in recent years is an objective form of negative evidence in assessing the need for a valuation allowance and that such negative evidence is difficult to overcome. Other factors considered in these evaluations are estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that may be implemented, if warranted.

As a result of these evaluations, we recognized a full valuation allowance of $177.5 million and $171.1 million on our U.S. deferred tax assets at December 31, 2022 and 2021, respectively. The U.S. jurisdictional deferred tax assets are not considered to be more likely than not realizable based on all available positive and negative evidence. We intend to continue maintaining a full valuation allowance on our deferred tax assets in the U.S. until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the profitability that we achieve.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

NOL carryforwards may be subject to annual limitations under Internal Revenue Code Section 382 (Section 382) (or comparable provisions of foreign or state law) in the event that certain changes in ownership were to occur. In addition, tax credit carryforwards may be subject to annual limitations under Internal Revenue Code Section 383 (Section 383). We periodically evaluate our NOL and tax credit carryforwards and whether certain changes in ownership have occurred as measured under Section 382 that would limit our ability to utilize a portion of our NOL and tax credit carryforwards. If it is determined that an ownership change(s) has occurred, there may be annual limitations on the use of these NOL and tax credit carryforwards under Sections 382 and 383 (or comparable provisions of foreign or state law).

Ocwen and PHH have both experienced historical ownership changes that have caused the use of certain tax attributes to be limited and have resulted in the write-off of certain of these attributes based on our inability to use them in the carryforward periods defined under the tax laws. Ocwen continues to monitor the ownership in its stock to evaluate whether any additional ownership changes have occurred that would further limit its ability to utilize certain tax attributes. As such, our analysis regarding the amount of tax attributes that may be available to offset taxable income in the future without restrictions imposed by Section 382 may continue to evolve.

Indemnification Obligations

We have exposure to representation, warranty and indemnification obligations because of our lending, sales and securitization activities, our acquisitions to the extent we assume one or more of these obligations, and in connection with our servicing practices. We initially recognize these obligations at fair value. Thereafter, the estimation of the liability considers probable future obligations based on industry data of loans of similar type segregated by year of origination, to the extent applicable, and estimated loss severity based on current loss rates for similar loans, our historical rescission rates and the current pipeline of unresolved demands. Loss severity assumptions consider historical loss experience related to repurchasing loans or paying settlements, as well as current market conditions. We monitor the adequacy of the overall liability and make adjustments, as necessary, after consideration of other qualitative factors including ongoing dialogue and experience with our counterparties. As of December 31, 2022, we have recorded a liability for representation and warranty obligations and similar indemnification obligations of $41.5 million. In 2022, we recorded a $0.3 million provision expense for indemnification. See Note 25 — Contingencies for additional information.

Litigation

In the ordinary course of business, we are a defendant in, or a party or potential party to, many threatened and pending litigation matters. We monitor our litigation matters, including advice from external legal counsel, and regularly perform assessments of these matters for potential loss accrual and disclosure. We establish liabilities for settlements, judgments on appeal and filed and/or threatened claims for which we believe it is probable that a loss has been or will be incurred and the

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amount can be reasonably estimated based on current information regarding these matters. Where we determine that a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible loss is not material to our financial position, results of operations or cash flows. Management’s assessment involves the use of estimates, assumptions, and judgments, including progress of the matter, prior experience, available defenses, and the advice of legal counsel and other experts. Accruals are adjusted as more information becomes available or when an event occurs requiring a change. In 2022, we recorded a $6.6 million provision expense for loss contingencies. Our total accrual for probable and estimable legal and regulatory matters, including accrued legal fees, was $42.2 million at December 31, 2022. It is possible that we will incur losses relating to threatened and pending litigation that materially exceed the amount accrued. We cannot currently estimate the amount, if any, of reasonably possible losses above amounts that have been recorded at December 31, 2022.

RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements

For additional information, see Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for additional information.

Our adoption of the standards listed below in 2022 did not have a material impact on our consolidated financial statements:

•Reference Rate Reform (ASC 848): Deferral of the Sunset Date of ASC 848 (ASU 2022-06)

•Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) (ASU 2021-04)

FY 2021 10-K MD&A

SEC filing source: 0001628280-22-003998.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)

The Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-K generally discusses 2021 and 2020 items and provides year-to-year comparisons between 2021 and 2020. Discussions of year-to-year comparisons between 2020 and 2019 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 19, 2021.

OVERVIEW

We are a financial services company that services and originates mortgage loans. We are a leading mortgage special servicer, servicing 1.4 million loans with a total UPB of $268.0 billion on behalf of more than 3,900 investors and 125 subservicing clients as of December 31, 2021. We service all mortgage loan classes, including conventional, government-insured and non-Agency loans. Our Originations business is part of our balanced business model to generate gains on loan sales and profitable returns, and to support the replenishment and the growth of our servicing portfolio. Through our retail, correspondent and wholesale channels, we originate and purchase conventional and government-insured forward and reverse mortgage loans that we sell or securitize on a servicing retained basis. In addition, we grow our mortgage servicing volume through MSR flow purchase agreements, Agency Cash Window programs, bulk MSR purchase transactions, and subservicing agreements.

The table below summarizes the volume of Originations by channel during 2021, compared with the volume of the prior years. The volume of Originations is a key driver of the profitability of our Originations segment, together with margins, and a key driver of the replenishment and growth of our Servicing segment. In 2021, we added $152.0 billion of new volume, with $55.1 billion MSR bulk acquisitions, $55.9 billion of new subservicing and $41.0 billion of non-bulk Originations volume, as further detailed in the below table.

$ In billionsUPB$ Change
Year Ended December 31st2021 vs 20202020 vs 2019
202120202019
Mortgage servicing originations
Retail - Consumer Direct MSR (1)$2.4$1.3$0.7$1.1$0.7
Correspondent MSR (1)16.65.70.510.95.2
Flow and Agency Cash Window MSR purchases (2)20.415.10.95.314.2
Reverse mortgage servicing (3)1.50.90.70.60.2
Total servicing41.023.02.817.920.3
Bulk MSR purchases (2)55.116.614.638.61.9
Total servicing additions96.139.617.456.522.2
Subservicing additions (4)55.917.812.738.25.1
Total servicing and subservicing UPB additions$152.0$57.4$30.1$94.7$27.3

(1)Represents the UPB of loans that have been originated or purchased during the respective periods and for which we recognize a new MSR on our consolidated balance sheets upon sale or securitization.

(2)Represents the UPB of loans for which the MSR is purchased.

(3)Represents the UPB of reverse mortgage loans that have been securitized on a servicing retained basis. The loans are recognized on our consolidated balance sheets under GAAP without separate recognition of MSRs.

(4)Includes interim subservicing, including the volume of UPB associated with short-term interim subservicing for certain clients as a support to their originate-to-sell business, with $14.7 billion, $17.8 billion and $12.2 billion in the years 2021, 2020 and 2019, respectively.

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In addition to interim subservicing, subservicing additions for 2021 in the table above include $14.3 billion in UPB of reverse mortgage loan subservicing and $9.4 billion of new subservicing on behalf of MAV. On October 1, 2021, in connection with the transaction with MAM (RMS) and its then parent, PMC became the subservicer for approximately 57,000 reverse mortgages, or approximately $14.3 billion in UPB pursuant to subservicing agreements with various clients, including MAM (RMS). Under the five-year subservicing agreement with MAM (RMS), we expect to add subservicing of approximately 60,000 reverse mortgage loans or approximately $13.1 billion in UPB upon boarding to our servicing platform in the first half of 2022, subject to investor approval. Furthermore, in the second quarter 2021, we launched our joint venture MSR investment with Oaktree with MAV purchasing approximately $9.4 billion GSE MSRs from unrelated third parties that PMC began subservicing in the third quarter of 2021.

The following table summarizes the average volume of our Servicing segment in 2021, compared with prior years. The average volume of Servicing is a key driver of the profitability of our Servicing segment. The relative weight of performing and delinquent loans drives the gross revenue and expenses, and their timing. In 2021, we have increased our total average servicing portfolio by $47.2 billion, net of runoff, with large GSE MSR bulk acquisitions driving the growth of our owned MSR portfolio, and the new subservicing volume generated from our MSR investment joint venture with Oaktree through MAV and our reverse subservicing acquisition from MAM (RMS). In addition to runoff, the NRZ portfolio declined as a result of the termination by NRZ of the PMC servicing agreement resulting in the deboarding of loans with $34.2 billion of UPB in September and October 2020. The year 2021 established the foundation of a transformed servicing portfolio, with the significant addition of a high credit quality GSE MSR portfolio and the continued reduction of our non-Agency servicing through runoff, also reducing our concentration with NRZ servicing agreements.

$ in billionsAverage UPB$ Change
Year ended December 31,2021 vs 20202020 vs 2019
202120202019
Owned MSR$117.5$71.3$70.0$46.3$1.3
NRZ61.474.8125.1(13.4)(50.2)
MAV9.19.1
Subservicing24.745.531.2(20.7)14.2
Reverse mortgage loans (owned)6.86.55.80.30.7
Commercial and other servicing1.20.50.30.60.2
Total serviced and subserviced UPB (average)$220.7$198.6$232.4$22.1$(33.8)

As of December 31, 2021 and 2020, the total serviced and subserviced UPB amounted to $268.0 billion and $188.8 billion, respectively, a net increase of $79.2 billion or 42%.

Business Initiatives

We had established five key operating objectives to drive improved value for shareholders in 2021. As our near-term priority remains to return to sustainable profitability, we continue to execute our strategy around these objectives:

•Accelerating growth, by expanding our client base and our product offerings, and by leveraging our MSR asset vehicle with Oaktree;

•Strengthening recapture performance, by expanding our operating capacity;

•Improving our cost leadership position, by driving productivity and efficiencies, with our technology and continuous improvement initiatives;

•Maintaining high quality operational execution, through our technology and continuous improvement initiatives, and our commitment to employee engagement and customer satisfaction; and

•Expanding servicing and other revenue opportunities.

MAV and Oaktree Relationship

On May 3, 2021, we formally launched MAV, our MSR asset vehicle and entered into a number of definitive agreements with Oaktree. Oaktree and Ocwen committed 85% and 15%, respectively, to fund GSE MSR investments on a pro rata basis up to a total aggregate commitment of $250.0 million over a term of three years following closing (subject to extension). This joint venture is structured to provide Oaktree with MSR investment opportunities and returns, while providing PMC scale and incremental income through subservicing and recapture services. Additionally, PMC earns direct MSR investment income through its 15% ownership stake and carry interest on investment returns exceeding certain thresholds. Under the arrangement, MAV has a non-compete to purchase certain GSE MSRs through specific channels in cooperation with PMC. In addition, PMC must offer MAV the first opportunity to purchase GSE MSRs sold by PMC or its affiliates that meet certain criteria, which we refer to as the right of first offer. Both the non-compete and the right of first offer are subject to various restrictions and in effect

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until MAV has been fully funded, or, if earlier, in the case of the right of first offer, until May 3, 2024 (subject to extension by mutual consent). In exchange, PMC receives exclusive subservicing and recapture rights, subject generally to ongoing performance and financial standards.

During 2021, PMC recognized $17.1 million of total servicing and subservicing fees, including ancillary income, and remitted $12.2 million servicing fees (as Pledged MSR liability expense) under its agreements with MAV (refer to Note 8 — MSR Transfers Not Qualifying for Sale Accounting to the Consolidated Financial Statements for further description of the accounting for the MAV agreements). In addition, PMC recognized $3.6 million earnings in 2021 from its equity method investment in MAV Canopy.

COVID-19 Pandemic Update

Our financial performance in 2020 was affected by the Coronavirus Disease 2019 (COVID-19) pandemic and the associated historical decline in interest rates, mostly due to large losses on MSRs and lower revenue in our Servicing business, partially offset by the growth and profitability of our Originations business. Furthermore, the CARES Act allowed us to recognize income tax benefits in 2020 mostly due to the carryback of a portion of our prior net operating losses.

In 2021, our Servicing business continued to be impacted by the COVID-19 pandemic, with a large number of loans placed under forbearance and the moratorium on foreclosures and evictions. The collection and recognition of servicing fees and ancillary income related to forbearance loans continued to be delayed or reduced. In addition, our outreach activities with impacted borrowers have intensified to address extensions and exits of plans or to offer loan modifications. The foreclosure moratorium ended on July 31, 2021, and the eviction moratorium was extended through January 1, 2022 for foreclosed borrowers.

As of December 31, 2021, we managed 28,500 loans under forbearance (or 2.1% of our total portfolio), 6,800 of which related to our owned MSRs, or 1.1% of our owned MSR servicing portfolio (excluding NRZ and MAV), a reduction of 65% and 71%, respectively, compared to the prior year end. As of December 31, 2020, we managed 81,900 loans under forbearance, 23,100 of which related to our owned MSRs (excluding NRZ). During 2021, the number of loans under forbearance continued to trend down, as illustrated by the below chart of forbearance plans by investor for our owned MSR portfolio (excluding NRZ).

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The decline in open plans of our owned MSR portfolio during 2021 is mostly driven by performing loans and pay-offs (excluding servicing transfers), as further illustrated below:

We outperformed the industry average as reported by the MBA relating to the percentage of borrowers with an Agency loan who exited forbearance with a reinstatement or loss mitigation solution in place. In addition, we consistently exceeded the industry benchmark for borrowers with a GSE loan who remained current while on forbearance. We undertook significant efforts to contact and educate borrowers in understanding their forbearance plans and resolution options, and believe our high-touch communication strategy resulted in these favorable outcomes. We continue to reach out to all borrowers who have not resumed making payments after exiting their plans with the goal of coming to an appropriate resolution.

We continue to operate through a secure remote workforce model for approximately 95% of our global workforce and continue to adhere to COVID-19 health and safety-related requirements and best practices across all of our locations. We monitor the impact of the pandemic on our workforce and have established business resiliency plans for all our locations. At December 31, 2021, we had approximately 5,700 employees, of which approximately 3,200 were located in India and approximately 500 were based in the Philippines. While we have contingency and continuity plans in place, we cannot guarantee that our operations will not be negatively impacted. To date, our operations have not been significantly affected.

Uncertainties related to the duration and severity of the pandemic and related economic impact remain and make it difficult for us to determine the continued ongoing effect the pandemic may have on us and our business, financial condition, liquidity or results of operations.

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Operations Summary

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Revenue
Servicing and subservicing fees$781.9$737.3$975.56%(24)%
Reverse mortgage revenue, net79.760.786.331(30)
Gain on loans held for sale, net145.8137.238.36258
Other revenue, net42.725.623.36710
Total revenue1,050.1960.91,123.49(14)
MSR valuation adjustments, net(109.9)(251.9)(120.9)(56)108
Operating expenses
Compensation and benefits297.9265.3313.512(15)
Professional services81.9106.9102.6(23)4
Servicing and origination113.677.3109.047(29)
Technology and communications56.059.679.2(6)(25)
Occupancy and equipment36.547.568.1(23)(30)
Other expenses23.319.21.522n/m
Total operating expenses609.3575.7673.96(15)
Other income (expense)
Interest income26.416.017.165(6)
Interest expense(144.0)(109.4)(114.1)32(4)
Pledged MSR liability expense(209.9)(152.3)(372.1)38(59)
Gain (loss) on extinguishment of debt(15.5)5.1n/m(100)
Earnings of equity method investee3.6n/mn/m
Other, net4.16.79.0(39)(25)
Total other income (expense), net(335.2)(239.0)(455.1)40(47)
Income (loss) before income taxes(4.4)(105.7)(126.5)(96)(16)
Income tax expense (benefit)(22.4)(65.5)15.6(66)(519)
Net income (loss)18.1(40.2)(142.1)(145)(72)
Segment income (loss) before taxes:
Servicing$19.9$(75.8)$(72.7)(126)%4%
Originations93.9104.2(12.2)(10)(952)
Corporate Items and Other(118.1)(134.1)(41.6)(12)222
$(4.4)$(105.7)$(126.5)(96)%(16)%
n/m: not meaningful

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Total Revenue

The below table presents total revenue by segment and at the consolidated level:

RevenueYears Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Servicing$819.4$757.7$1,048.58%(28)%
Originations249.9179.361.739191
Corporate6.26.613.2(6)(50)
Total segment revenue1,075.4943.51,123.414(16)
Inter-segment elimination (1)(25.3)17.4(245)n/m
Total revenue$1,050.1$960.9$1,123.49%(14)%

(1)The fair value change of inter-segment economic hedge derivatives reported within Total revenue (Gain on loans held for sale, net) is eliminated at the consolidated level with an offset in MSR valuation adjustments, net.

As compared to 2020, total segment revenue for 2021 was $131.9 million or 14% higher, due to a $70.6 million increase in Originations revenue and a $61.7 million increase in Servicing revenue. The 39% increase in Originations revenue is primarily due to a 159% increase in total forward and reverse production volume combined, partially offset by lower margins. The increase in Servicing revenue is primarily due to a $42.2 million increase in servicing fees and $27.1 million gain on sale of loans acquired through the exercise of call rights in 2021. The $42.2 million increase in servicing fees is mostly driven by a $123.1 million or 57% increase in servicing fee income on our owned MSRs and $15.7 million new servicing fees collected on behalf of MAV in 2021, partially offset by $79.4 million reduction in fees collected on behalf of NRZ and a $9.3 million reduction in ancillary income. The growth in our owned MSR portfolio is mostly due to bulk MSR acquisitions, MSR acquisitions through the Agency Cash Window programs and the growth in our correspondent lending volumes. The decline in the collection of NRZ servicing fees is mostly due to portfolio runoff and the termination of the PMC servicing agreement in February 2020. The decline in ancillary fees is mostly due to the COVID-19 environment and related decrease in late fees, collection and convenience fees as well as a decrease in float earnings due to lower interest rates, partially offset by the growth in our owned MSR portfolio.

Total revenue (after elimination of inter-segment derivative fair value changes) was $1.05 billion for 2021, $89.2 million or 9% higher than 2020, driven by the segment revenue factors described above and the presentation of macro-hedging derivative gains and losses reported within MSR valuation adjustments, net at the consolidated level, as disclosed in Note 4 — Loans Held for Sale, Note 17 — Derivative Financial Instruments and Hedging Activities and Note 23 — Business Segment Reporting. Effective May 2021, we replaced our macro-hedging strategies with two distinct strategies to separately hedge the pipeline and our MSR exposure with third party derivatives. However, we have and may continue to use inter-segment derivatives between the two strategies. Refer to the MSR Hedging Strategy section of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for further detail.

See the respective Segment Results of Operations for additional information.

MSR Valuation Adjustments, Net

The table below presents the key components of MSR valuation adjustments, net:

Segment ResultsYears Ended December 31,
202120202019
MSR realization of expected cash flows (1)$(250.2)$(171.4)$(197.3)
MSR fair value changes due to interest rate and assumption updates124.7(149.8)75.9
Derivative fair value gain (loss)(34.9)44.90.5
Total Servicing(160.4)(276.3)(120.9)
Originations - MSR fair value changes25.241.7
Inter-segment elimination - derivative fair value gain (loss) (2)25.3(17.4)
MSR valuation adjustments, net$(109.9)$(252.0)$(120.9)

(1)The terms “realization of expected cash flows” and “runoff” may be used interchangeably within this discussion.

(2)The fair value change of inter-segment economic hedge derivatives reported within MSR valuation adjustments, net is eliminated at the consolidated level with an offset in Gain on loans held for sale, net (Total Revenue). Also refer to the description of the inter-segment derivative elimination in Note 23 — Business Segment Reporting.

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We reported a $109.9 million loss in MSR valuation adjustments, net in 2021. As detailed in the above table and further discussed below, the loss is due to $250.2 million portfolio runoff and a $124.7 million fair value gain due to interest rate and assumption updates, $34.9 million loss on MSR hedging derivative instruments, $25.2 million revaluation gain on MSR purchases reported in Originations and a $25.3 million gain on derivatives hedging the pipeline within the Originations segment.

•MSR portfolio runoff represents the realization of expected cash flows and yield based on projected borrower behavior, including scheduled and unscheduled amortization of the loan UPB. MSR portfolio runoff increased by $78.8 million mostly due to a higher MSR portfolio driven by MSR acquisitions and continued elevated levels of prepayments in a relatively low interest rate environment.

•The $124.7 million fair value gain due to interest rate and assumption updates is comprised of a $88.5 million gain on the MSRs transferred to NRZ and MAV (that did not achieve sale accounting) and a $36.2 million gain on our owned MSRs. This NRZ and MAV MSR gain is mostly driven by assumption updates implemented in the third quarter of 2021 relating to a PLS model calibration by our third-party valuation expert, and is largely offset by a corresponding loss separately reported with Pledged MSR liability expense.

•Our MSR hedging policy is designed to reduce the volatility of the MSR portfolio fair value due to market interest rates. In 2021, we reported a $36.2 million fair value gain on our owned MSR portfolio attributable to interest rate and assumption updates and a $34.9 million hedging derivative loss. The year-over-year fair value changes are mostly explained by interest rate changes, with a 66 basis point increase in the 10-year swap rate during 2021. The changes in fair value of the MSR and economically hedging derivatives were not offset to the same extent as per their expected hedging sensitivity measures, mainly due to non-parallel changes in the interest rate curve and the basis risk inherent in the MSR profile and the available hedging instruments. Refer to the MSR Hedging Strategy section of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for additional information regarding our hedging programs.

•The $16.5 million decline in 2021 in MSR fair value changes reported in Originations, from $41.7 million to $25.2 million, is due to a decrease in our cash window MSR originations volume and declining margins.

•In connection with our macro-hedge strategy through the second quarter of 2021, we have used our derivative instruments to economically hedge both the fair value changes of the MSR and Originations pipeline exposures. While allocated to the pipeline for risk management purposes and segment reporting, inter-segment derivatives are eliminated in our consolidated financial statements and we reported a $25.3 million gain on inter-segment derivatives in 2021 economically hedging the Originations pipeline. The change from $17.4 million loss in 2020 to $25.3 million gain on Originations inter-segment derivatives in 2021 is mostly due to the change in interest rates and related changes in our Originations pipeline.

Compensation and Benefits

Compensation and benefits expense increased $32.7 million, or 12%, as compared to 2020. Salaries and benefits, commissions, and incentive compensation increased $13.6 million, $9.9 million, and $9.7 million, respectively. Originations segment compensation and benefits increased by $39.4 million, mostly due to additional commissions and salaries driven by additional headcount to support higher loan production levels in 2021. Servicing segment compensation and benefits expense decreased by $5.4 million, mostly driven by a decline in average headcount that was largely due to the scaling down of our platform to the number of loans serviced and the efficiencies resulting from our cost re-engineering initiatives, partially offset by the hiring of employees to support the acquisition of reverse mortgage subservicing from MAM (RMS) on October 1, 2021. Corporate segment compensation and benefits expense decreased $1.3 million primarily as a result of a decrease in average corporate headcount and a decrease in annual incentive compensation, significantly offset by a $7.9 million increase in share-based compensation. Our total average headcount declined by 2%, and overall our offshore-to-total average headcount ratio decreased from 72% to 68%.

Servicing and Origination Expense

Servicing and origination expense increased $36.4 million, or 47%, as compared to 2020, with $29.8 million from Servicing (see below) and $7.8 million from Originations, due to the increase in loan production volume. Servicing expenses increased $29.8 million, or 44%, largely driven by the following:

•$19.0 million provision release recorded in 2020, comprised of $9.9 million recoveries from a settlement in 2020 with a mortgage insurer, and $9.1 million improved advance recoveries in 2020, which decreased loss severity rates used in the computation of advance reserves;

•Additional subservicing expenses primarily due to a $4.5 million increase in interim subservicing expense on MSR bulk acquisitions and a $5.2 million increase largely attributable to the termination and deboarding fees associated with moving our owned reverse portfolio from a subservicer onto our platform;

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•$8.4 million additional satisfaction and other loan expenses attributed to a larger portfolio; and

•$6.6 million reduction in government-insured claim loss provisions in 2021 on reinstated or modified loans that was primarily due to a decline in the volume of government-insured claim receivables due to the foreclosure moratorium in effect for much of 2021.

Other Operating Expenses

Professional services expense decreased $25.0 million, or 23%, as compared to 2020 primarily due to a $17.2 million decline in legal expenses and an $8.5 million decline in other professional services. The decline in legal fees is primarily due to expenses recorded in 2020 related to the CFPB and Florida matters. Cost reduction initiatives and higher utilization of professional services in 2020, including strategic vendor sourcing, cloud migration and consulting, resulted in lower other professional fees in 2021. In addition, professional services for 2021 include $3.2 million of advisory fees related to the launch of our MSR investment joint venture with Oaktree, MAV Canopy. Legal expenses and professional services for 2020 included an $8.0 million recovery of prior expenses from a mortgage insurer and $5.1 million of COVID-19 related expenses, respectively.

Technology and communication expense decreased $3.6 million, or 6%, as compared to 2020. Telephone and telecommunication expense declined $4.4 million as compared to 2020, largely driven by facility closures, our transition to a more cost-effective alternative telephone system, consolidation of telecommunication vendors and other cost savings initiatives. Depreciation expense decreased $2.6 million as compared to 2020. These decreases were partially offset by a $4.0 million increase in software usage and maintenance expenses, mostly in our Originations segment to support its growth.

Occupancy and equipment expense decreased $11.0 million, or 23%, as compared to 2020. Depreciation expense, facility maintenance and utility expenses, and interest on lease liabilities decreased $6.3 million, $2.7 million and $1.6 million, respectively, compared to 2020 largely due to our cost reduction efforts in 2020, which included closing and consolidating certain facilities.

Other expenses increased $4.1 million as compared to 2020 primarily due to a $3.8 million increase in advertising expenses, mostly in our Originations segment as part of our initiative to expand our origination platform and increase volumes.

In February 2020, we announced our intention to implement certain cost re-engineering initiatives in 2020 to generate further cost savings. Our continuous cost improvement efforts were focused on reducing operating and overhead costs through facility rationalization, strategic sourcing and actions, off-shore utilization, lean process design, simplification, automation and other technology-enabled productivity enhancement. We incurred a total of $27.6 million re-engineering costs in 2020, including $6.2 million facility-related expenses reported as Occupancy and equipment, $9.7 million Compensation and benefits costs and $6.7 million Professional services costs.

Other Income (Expense)

The $10.4 million increase in interest income during as compared to 2020 is primarily attributable to the Originations segment and as a result of the increase in loan production volumes.

Interest expense increased $34.6 million, or 32%, as compared to 2020, due to an increased average debt balance to finance our increased loan production volumes and MSR portfolio, partially offset by a lower cost of funds. The $1.2 billion or 59% higher debt balance is driven by a higher MSR portfolio - largely due to bulk acquisitions - and additional warehouse loans, partially offset by lower advance match funded liabilities. The lower cost of funds on asset backed financing facilities (102 basis point lower effective interest rate) is partially offset by the issuance of higher-rate senior secured notes as part of our corporate debt refinancing on March 4, 2021.

Pledged MSR liability expense increased $57.6 million as compared to 2020, primarily due to a $71.1 million unfavorable fair value change, mostly driven by a fair value increase in NRZ PLS MSRs due to model recalibrations performed by our third-party valuation expert to more accurately reflect the favorable delinquency and default performance of PLS collateral across its client base. Fair value adjustments to our NRZ MSR pledged liability are offset by fair value adjustments to the related MSR asset, which are recorded in MSR valuation adjustments, net. In addition, the lump-sum cash payments received from NRZ in 2017 and 2018 were fully amortized as of the end of the second quarter of 2020 ($34.2 million income in 2020). These increases in expense were partially offset by a $50.8 million decline in servicing fee remittance driven by lower volume serviced, with the runoff of the portfolio and the termination of the PMC agreement by NRZ in February 2020.

Loss on debt extinguishment of $15.5 million for 2021 was recognized in the first quarter of 2021 and resulted from our early repayment of the Senior Secured Term Loan (SSTL) due May 2022 and our early redemption of the PHH 6.375% senior unsecured notes due August 2021 and the PMC 8.375% senior secured notes due November 2022.

Earnings of equity method investee represent our 15% share of MAV Canopy from May 3, 2021. See Note 11 — Investment in Equity Method Investee for further detail.

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Income Tax Benefit (Expense)

For 2021 and 2020, we recognized an income tax benefit of $22.4 million and $65.5 million on pre-tax losses of $4.4 million and $105.7 million, respectively. For 2021, the income tax benefit was driven primarily by $12.6 million of additional income tax benefit recognized under the CARES Act and $9.0 million of income tax benefit recognized related to the favorable resolution of various uncertain tax positions during the year. For 2020, the income tax benefit was driven by the $79.0 million of estimated income tax benefit recognized under the CARES Act offset by $15.0 million of income tax expense for related uncertain tax positions. Income tax benefits recognized during 2021 and 2020 related primarily to resolution of prior period uncertain tax positions and utilization of prior period losses that bear no relationship to current operating results. This in turn resulted in the high effective tax rates of 513.6% and 62.0% for 2021 and 2020, respectively.

The $43.1 million reduction in income tax benefit for 2021, compared with 2020, is primarily due to a $45.0 million reduction in estimated income tax benefit recognized under the CARES Act, net of related uncertain tax positions, during 2021 versus 2020 based on modification of the tax rules to allow the carryback of NOLs arising in 2018, 2019 and 2020 tax years to the five prior tax years, and the increase to the business interest expense limitation under IRC Section 163(j). In 2021 and 2020, we collected $24.6 million and $51.4 million, respectively, which represents the tax refund associated with the NOLs generated in 2019 and 2018, respectively, carried back to prior tax years.

Under our transfer pricing agreements, our operations in India and Philippines are compensated on a cost-plus basis for the services they provide, such that even when we have a consolidated pre-tax loss from operations these foreign operations have taxable income, which is subject to statutory tax rates in these jurisdictions that are higher than the U.S. statutory rate of 21%.

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Financial Condition Summary

December 31,
20212020$ Change% Change
Cash and cash equivalents$192.8$284.8$(92.0)(32)%
Restricted cash70.772.5(1.8)(2)
MSRs, at fair value2,250.11,294.8955.374
Advances, net772.4828.2(55.8)(7)
Loans held for sale928.5387.8540.7139
Loans held for investment, at fair value7,207.67,006.9200.73
Receivables180.7187.7(7.0)(4)
Investment in equity method investee23.323.3n/m
Other assets520.9588.4(67.5)(11)
Total assets$12,147.1$10,651.1$1,496.014%
Total Assets by Segment
Servicing$10,999.2$9,847.6$1,151.612%
Originations823.5379.2444.3117
Corporate Items and Other324.4424.3(99.9)(24)
$12,147.1$10,651.1$1,496.014%
HMBS-related borrowings, at fair value$6,885.0$6,772.7$112.32
Other financing liabilities, at fair value805.0576.7228.240
Advance match funded liabilities512.3581.3(69.0)(12)
Mortgage loan warehouse facilities1,085.1451.7633.4140
MSR financing facilities, net900.8437.7463.1106
Senior secured term loan179.8(179.8)(100)
Senior notes, net614.8311.9302.997
Other liabilities867.5924.0(56.5)(6)
Total liabilities11,670.410,235.81,434.714
Total stockholders’ equity476.7415.461.315
Total liabilities and equity$12,147.1$10,651.1$1,496.014%
Total Liabilities by Segment
Servicing$10,101.5$9,163.5$937.910%
Originations813.3428.5384.890
Corporate Items and Other755.7643.7112.017
$11,670.4$10,235.8$1,434.714%
Book value per share$51.77$47.81$3.968%

Total assets increased by $1.5 billion, or 14%, between December 31, 2020 and December 31, 2021 mostly due to a $955.3 million, or 74%, increase in our MSR portfolio - mostly driven by MSR bulk acquisitions and new capitalized MSRs - and a $540.7 million, or 139%, increase in our loans held for sale portfolio - driven by higher production volumes. In addition, loans held for investment increased $200.7 million mostly due to the continued growth of our reverse mortgage business. Servicing advances declined $55.8 million mostly due to heightened payoff activity and lower delinquencies, partially offset by increased escrow advances on acquired MSRs. The $67.5 million decrease in other assets is mostly attributable to the decrease in contingent repurchase rights related to loans that have been repurchased from Ginnie Mae.

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Total liabilities increased $1.4 billion, or 14%, as compared to December 31, 2020 with similar effects as described above. Borrowings under our mortgage warehouse lines and MSR financing facilities increased $633.4 million and $463.1 million, respectively, due to higher loan production volumes and MSR bulk acquisitions, respectively. Our HMBS-related borrowings increased by $112.3 million due to the continued growth of our reverse mortgage business and its securitization. Our senior notes increased $302.9 million due to the refinancing transactions completed on March 4, 2021 and May 3, 2021. We issued $627.1 million of new senior notes, net of discount, redeemed in full $313.1 million of existing senior notes and repaid the $185.0 million SSTL. The $228.2 million increase in Other financing liabilities is due to the transfers of MSRs to MAV in 2021 which did not qualify for sale accounting. Advance match funded liabilities decreased $69.0 million consistent with the decline in servicing advances. Other liabilities declined $56.5 million mostly due to a decrease in the Ginnie Mae contingent repurchase rights of loans under forbearance.

Total equity increased $61.3 million during 2021 mostly due to $32.1 million issuance of common stock and warrants to Oaktree in March and May 2021, $18.1 million net income, a $6.5 million reduction in the unfunded pension plan obligation recognized in accumulated other comprehensive income and $4.4 million of equity-classified awards.

Key Trends

The following discussion provides information regarding certain key drivers of our financial performance. Also refer to the Segment results of operations section for further detail, the description of our business environment, initiatives and risks.

Servicing fee revenue - Our servicing fee revenue is a function of the volume being serviced - UPB for servicing fees and loan count for subservicing fees. We expect we will continue to replenish and grow our servicing portfolio through our multi-channel Originations platform in 2022. In addition, we continuously evaluate the relative mix between servicing and subservicing volume. The expected volume increase is also intended to exceed the portfolio serviced on behalf of NRZ that may end in July 2022. Servicing revenue and ancillary income have been adversely impacted by COVID-19, which may persist throughout 2022, until forbearance plan exits and the end of foreclosure and eviction moratoria or related restrictions.

Gain on sale of loans held for sale - Our gain on sale is driven by both volume and margin and is channel-sensitive, with consumer direct generating relatively higher margins than correspondent. The volume mix is expected to shift to purchase as the volume of refinance activity by borrowers is expected to continue to decline, consistent with expected industry trends. While we continue to increase our recapture rate by expanding our channel operating capacity, we focus on cash-out, debt consolidation and other borrower solutions, in addition to new customer acquisitions. Based on industry origination volume projections for 2022, we expect competition to intensify and origination margins will be under pressure until industry excess capacity can be eliminated. This will impose trade-offs between volumes and margins, and potential shifts among channels.

Reverse mortgage revenue, net - The reverse mortgage origination gain is driven by the same factors as gain on sale of loans held for sale, with smaller volumes in the reverse mortgage market and generally larger margins. With our experience and brand in the marketplace, we expect to continue to grow our volumes and maintain similar margins in each channel, however the channel mix may vary. With the assignment of MAM (RMS) subservicing agreements to PMC on October 1, 2021 and the expected additional loans to transfer on our subservicing platform in the first half of 2022, reverse mortgage servicing revenue is expected to grow.

MSR valuation adjustments, net - Our net MSR fair value changes include multiple components. First, amortization of our investment is function of both UPB, capitalized value of the MSR relative to the UPB, and the level of scheduled payments and prepayments. We expect the MSR realization of cash flows to increase in 2022 as we have recently grown our MSR portfolio. Second, MSR fair value changes are driven by changes in interest rates and assumptions, such as forecasted prepayments, Third, the MSR fair value changes are partially offset by derivative fair value changes that economically hedge the MSR portfolio. We are exposed to increased interest rate volatility due to our now larger MSR portfolio. Refer to the sensitivity analysis in the Market Risk sections of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for further detail.

Operating expenses - Compensation and benefits is a significant component of our cost-to-service and cost-per-loan and is directly correlated to headcount levels. Headcount in Servicing is primarily driven by the number of loans or UPB being serviced and subserviced, and by the relative mix of performing, delinquent and defaulted loans. As servicing volume is expected to increase (see above), we expect an increase in our workforce with partial offset from an increased relative share of performing loans through our MSR acquisitions. We expect to swiftly scale our headcount and operating expenses to servicing volume in 2022, including due to the potential non-renewal or termination of the NRZ agreement. We expect our Originations workforce to remain largely stable or moderately increase in the near term to accompany the growth of the channels. Other operating expenses are expected to favorably correlate with volumes, as productivity and efficiencies are expected with our technology and continuous improvement initiatives.

Stockholders’ equity - With the above considerations, we expect our businesses to generate net income and increase our equity in 2022, absent any significant adverse change in interest rates.

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SEGMENT RESULTS OF OPERATIONS

We report our activities in three segments, Servicing, Originations (previously Lending) and Corporate Items and Other that reflect other business activities that are currently individually insignificant. Our business segments reflect the internal reporting that we use to evaluate operating performance and to assess the allocation of our resources.

Servicing

We earn contractual monthly servicing fees pursuant to servicing agreements, which are typically payable as a percentage of UPB, as well as ancillary fees, including late fees, modification incentive fees, REO referral commissions, float earnings and Speedpay/collection fees. We also earn fees under both subservicing and special servicing arrangements with banks and other institutions that own the MSRs. Subservicing and special servicing fees are earned either as a percentage of UPB or on a per-loan basis. Per-loan fees typically vary based on type of investor and on loan delinquency status.

As of December 31, 2021, we serviced 1.4 million mortgage loans with an aggregate UPB of $268.0 billion, an increase of 22% and 42%, respectively, from December 31, 2020. The average UPB of loans serviced during 2021 increased by 11% or $22.1 billion compared to 2020. The increase in our servicing volume is mostly due to MSR acquisitions, subservicing additions and increased MSR originations. We manage the size of our servicing portfolio with our Originations business and by selectively purchasing MSRs based on our capital availability and financial return targets.

In May 2021, PMC entered into a subservicing agreement with MAV for exclusive rights to service the mortgage loans underlying MSRs owned by MAV. In addition, in October 2021, PMC acquired reverse mortgage subservicing contracts from MAM (RMS) and became its exclusive subservicer under a five-year subservicing agreement.

NRZ remains our largest subservicing client, accounting for 21% and 31% of the UPB and loan count, respectively, in our servicing portfolio as of December 31, 2021. NRZ servicing fees retained by Ocwen represented approximately 19% and 30% of the total servicing and subservicing fees earned by Ocwen, net of servicing fees remitted to NRZ and excluding ancillary income, for 2021 and 2020, respectively. NRZ’s portfolio represents approximately 66% of all delinquent loans that Ocwen serviced, for which the cost to service and the associated risks are higher. Consistent with a subservicing relationship, NRZ is responsible for funding the advances we service for NRZ.

In 2017 and early 2018, we renegotiated the Ocwen agreements with NRZ to more closely align with a typical subservicing arrangement whereby we receive a base servicing fee and certain ancillary fees, primarily late fees, loan modification fees and Speedpay fees. We may also receive certain incentive fees or pay penalties tied to various contractual performance metrics. We received upfront cash payments in 2018 and 2017 of $279.6 million and $54.6 million, respectively, from NRZ in connection with the resulting 2017 and New RMSR Agreements. These upfront payments generally represented the net present value of the difference between the future revenue stream Ocwen would have received under the original agreements and the future revenue Ocwen would receive under the renegotiated agreements. These upfront payments received from NRZ were deferred and recorded within Other income (expense) as they amortized through the remaining term of the original agreements (April 30, 2020).

The financial performance of our servicing segment is impacted by the changes in fair value of the MSR portfolio due to changes in market interest rates. Our MSR portfolio is carried at fair value, with changes in fair value recorded in earnings, within MSR valuation adjustments, net. The value of our MSRs is typically correlated to changes in market interest rates; as interest rates decrease, the value of the servicing portfolio typically decreases as a result of higher anticipated prepayment speeds, and the reverse is true. The sensitivity of MSR fair value to interest rates is typically higher for higher credit quality loans, such as our Agency loans. Our Non-Agency portfolio is significantly seasoned, with an average loan age of approximately 16 years, exhibiting little response to movements in market interest rates. Our hedging strategy is designed to reduce the volatility of the MSR portfolio.

For those MSR sale transactions with NRZ and MAV that do not achieve sale accounting treatment, we present on a gross basis the transferred MSR as an asset at fair value and the corresponding liability amount as a pledged MSR liability at fair value on our balance sheet. The changes in fair value of the MSR are reflected as MSR valuation adjustments, net and the corresponding changes in fair value of the pledged MSR liability are reported within Pledged MSR liability expense. Similarly, we present on a gross basis the total servicing fees collected on behalf of NRZ within Servicing and subservicing fees, net and the total servicing fee remittance to NRZ within Pledged MSR liability expense.

Our Servicing business continues to be adversely affected by the COVID-19 pandemic, with the loans placed under forbearance, the moratorium on foreclosures and elevated prepayments of our MSR portfolio due to interest rates. See further discussion within Overview, COVID-19 Pandemic Update.

Loan Resolutions

We have a strong track record of success as a leader in the servicing industry in foreclosure prevention and loss mitigation that helps homeowners stay in their homes and improves financial outcomes for mortgage loan investors. Reducing

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delinquencies also enables us to recover advances and recognize additional ancillary income, such as late fees, which we do not recognize on delinquent loans until they are brought current. Loan resolution activities address the pipeline of delinquent loans and generally lead to (i) modification of the loan terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan (e.g., a “short sale”), or (iv) foreclosure or deed-in-lieu-of-foreclosure and sale of the resulting REO. Loan modifications must be made in accordance with the applicable servicing agreement as such agreements may require approvals or impose restrictions upon, or even forbid, loan modifications. To select an appropriate loan modification option for a borrower, we perform a structured analysis, using a proprietary model, of all options using information provided by the borrower as well as external data, including recent broker price opinions to value the mortgaged property. Our proprietary model includes, among other things, an assessment of re-default risk.

Our future financial performance will be less impacted by loan resolutions because, under our NRZ agreements, NRZ receives all deferred servicing fees. Deferred servicing fees related to delinquent borrower payments were $148.4 million at December 31, 2021, of which $117.7 million were attributable to NRZ agreements.

Advance Obligation

As a servicer, we are generally obligated to advance funds in the event borrowers are delinquent on their monthly mortgage related payments. We advance principal and interest (P&I Advances), taxes and insurance (T&I Advances) and legal fees, property valuation fees, property inspection fees, maintenance costs and preservation costs on properties that have been foreclosed (Corporate Advances). For certain loans in non-Agency securitization trusts, we have the ability to cease making P&I advances and immediately recover advances previously made from the general collections of the respective trust if we determine that our P&I advances cannot be recovered from the projected future cash flows. With T&I and Corporate advances, we continue to advance if net future cash flows exceed projected future advances without regard to advances already made.

Most of our advances have the highest reimbursement priority (i.e., they are “top of the waterfall”) so that we are entitled to repayment from respective loan or REO liquidation proceeds before any interest or principal is paid on the bonds that were issued by the trust. In the majority of cases, advances in excess of respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. The costs incurred in meeting these obligations consist principally of the interest expense incurred in financing the servicing advances. Most subservicing agreements, including our agreements with NRZ, provide for prompt reimbursement of any advances from the owner of the servicing rights. Refer to Note 25 — Commitments to the Consolidated Financial Statements for further description of servicer advance obligations.

Significant Variables

Aggregate UPB and Loan Count. Servicing fees are generally expressed as a percentage of UPB and subservicing fees are earned on a per-loan basis or expressed as a percentage of UPB. Aggregate UPB and loan count decline as a result of portfolio run-off and increase to the extent we retain MSRs from new originations or engage in MSR acquisitions, to the extent permitted.

Operating Efficiency. Our operating results are heavily dependent on our ability to scale our operations to cost-effectively and efficiently perform servicing activities in accordance with our servicing agreements.

Delinquencies. Delinquencies impact our results of operations and operating cash flows. Non-performing loans are more expensive to service because the loss mitigation activities that we must undertake to keep borrowers in their homes or to foreclose, if necessary, are costlier than the activities required to service a performing loan. These loss mitigation activities include increased contact with the borrower for collection and the development of forbearance plans or loan modifications by highly skilled associates who command higher compensation as well as the higher compliance costs associated with these, and similar, activities. While the higher cost is somewhat offset by ancillary fees, for severely delinquent loans or loans that enter the foreclosure process the incremental revenue opportunities are generally not sufficient to cover our increased costs.

In addition, when borrowers are delinquent, the amount of funds that we are required to advance to the investors increases. We utilize servicing advance financing facilities, which are asset-backed (i.e., match funded liabilities) securitization facilities, to finance a portion of our advances. As a result, increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a significant impact on our business. Items reducing UPB include scheduled and unscheduled principal payments (runoff), refinancing, loan modifications involving forgiveness of principal, voluntary property sales and involuntary property sales such as foreclosures. Prepayment speed impacts future servicing fees, amortization and valuation of MSRs, float earnings on float balances and interest expense on advances. Increases in anticipated lifetime prepayment speeds generally cause MSR valuation adjustments to increase because MSRs are valued based on total expected servicing income over the life of a portfolio. The converse is true when expectations for prepayment speeds decrease.

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Reverse Mortgage Revenue

The activities and financial performance related to reverse mortgage loans that are securitized and classified as held for investment, at fair value, together with the HMBS-related borrowings, at fair value (internally identified as our Reverse Servicing business) are reflected in the Servicing segment, consistent with how the activities are managed and internally reported. Once a reverse mortgage loan is securitized, our activities are generally consistent with other loan servicing as described above, with the following variations.

Under the terms of ARM-based HECM loan agreements, the borrowers have additional borrowing capacity of $1.5 billion at December 31, 2021. These draws or tails are funded by the servicer and can be subsequently securitized. We do not incur any substantive underwriting, marketing or compensation costs in connection with any future draws, although we must maintain sufficient capital resources and available borrowing capacity to ensure that we are able to fund these future draws.

As an HMBS issuer, we assume certain obligations related to each security issued. In addition to our obligation to fund tails, the most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once they reach 98% of the maximum claim amount (MCA repurchases or active buyouts). Active repurchased loans are assigned to HUD and payment is received from HUD through a claims process. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount; we bear the risk of exposure if the outstanding balance on a loan exceeds the maximum claim amount. Inactive repurchased loans or buyouts (loans that are in default for one of the following reasons - title conveyances or the borrower is deceased, no longer occupies the property or is delinquent on tax and insurance payments) are generally liquidated through foreclosure and subsequent sale of REO. State specific foreclosure and REO liquidation timelines have a significant impact on the timing and amount of our recovery. If we are unable to sell the property securing the inactive reverse loan for an acceptable price within the timeframe established by HUD (six months), we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remains with us; we may incur additional losses on REO properties as they progress through the liquidation processes related to delayed timelines due to market conditions, sales commissions, property preservation costs or property tax and insurance advances. The significance of future losses associated with appraisal-based claims is dependent upon the volume of inactive loans, condition of foreclosed properties and the general real estate market.

The reverse mortgage revenue reported within the Servicing segment includes the net fair value changes of securitized reverse mortgage loans held for investment and HMBS-related borrowings. We elected the fair value accounting election for both our reverse mortgage loans held for investment and the HMBS-related borrowings. The net fair value changes of the reverse mortgage loans and related borrowings reported within the Servicing segment include the following:

•contractual interest income earned on securitized reverse mortgage loans, net of interest expense on HMBS-related borrowings, that is, the servicing fee we are contractually entitled to and collect on a monthly basis under the Ginnie Mae MBS Guide regarding servicing HMBS;

•cash gains on tail securitization. Tails are participations in previously securitized HECMs and are created by additions to principal for borrower draws on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and mortgage insurance premiums;

•fair value changes due to the realization of expected cash flows of the net asset balance of securitized loans held for investment and HMBS-related borrowings; and

•fair value changes due to the inputs and assumptions of the net balance of securitized loans held for investment and HMBS-related borrowings.

The fair value of our HECM loan portfolio generally decreases as market interest rates rise and increases as market rates fall. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach a 98% maximum claim amount liquidation event more quickly, with lower interest rates extending the timeline to liquidation. HECM loans have a longer duration than HMBS-related borrowings as a result of the future draw commitments, and our obligations as issuer of HMBS to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM loan is equal to 98% of the maximum claim amount.

The financial performance associated with the subservicing of reverse mortgage loans associated with the MAM (RMS) transaction is primarily reflected within Servicing and subservicing fees, net since Reverse mortgage revenue, net strictly reflects the financial performance of owned loans/servicing. We collect higher subservicing fees for inactive loans relative to the base subservicing fee for performing loans or active repurchased loans, commensurate with the level of servicing efforts, as described above.

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The following table presents selected results of operations of our Servicing segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Revenue
Servicing and subservicing fees$773.5$731.2$974.26%(25)%
Gain on loans held for sale, net46.614.75.4217171
Reverse mortgage revenue, net(2.3)7.663.5(131)(88)
Other revenue, net1.74.25.4(60)(24)
Total revenue819.4757.71,048.58(28)
MSR valuation adjustments, net(160.4)(276.3)(120.9)(42)129
Operating expenses
Compensation and benefits108.1113.6144.0(5)(21)
Servicing expense98.268.4101.344(32)
Professional services31.428.142.211(33)
Occupancy and equipment26.531.044.3(14)(30)
Technology and communications23.825.232.6(5)(23)
Corporate overhead allocations47.761.0197.9(22)(69)
Other expenses6.64.5(14.3)46(132)
Total operating expenses342.4331.9548.03(39)
Other income (expense)
Interest income8.27.110.117(30)
Interest expense(104.6)(90.7)(102.5)15(12)
Pledged MSR liability expense(209.1)(152.5)(372.2)37(59)
Earnings of equity method investee3.6n/mn/m
Other, net5.210.812.3(52)(13)
Total other income (expense), net(296.6)(225.3)(452.3)32(50)
Income (loss) before income taxes$19.9$(75.8)$(72.7)(126)%4%

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The following table provides selected operating statistics for our Servicing segment:

% Change
2021202020192021 vs. 20202020 vs. 2019
Assets Serviced at December 31
Unpaid principal balance (UPB) in billions:
Performing loans (1)$254.2$177.6$198.943%(11)%
Non-performing loans13.110.311.227(8)
Non-performing real estate0.70.92.2(22)(59)
Total$268.0$188.8$212.442(11)
Conventional loans (2)$166.3$77.0$95.3116%(19)%
Government-insured loans28.834.830.1(17)16
Non-Agency loans72.877.087.0(5)(11)
Total$268.0$188.8$212.442(11)
Servicing portfolio (3)$135.9$97.4$76.740%27%
Subservicing portfolio
Subservicing - forward29.424.317.12142
Subservicing - reverse13.9n/mn/m
Total subservicing43.324.317.17842
MAV (4)33.0n/mn/m
NRZ (5) (6)55.867.1118.6(17)(43)
$268.0$188.8$212.442(11)
Number (in 000’s):
Performing loans (1)1,287.01,048.71,344.923%(22)%
Non-performing loans
Non-performing loans - NRZ30.733.854.2(9)%(38)%
Non-performing loans - Other30.718.46.667179
61.452.260.818(14)
Non-performing real estate4.96.714.3(27)(53)
Total1,353.31,107.61,420.022(22)
Conventional loans (2)686.5349.6607.996%(42)%
Government-insured loans168.1201.9185.1(17)9
Non-Agency loans498.7556.1627.0(10)(11)
Total1,353.31,107.61,420.022(22)

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% Change
2021202020192021 vs. 20202020 vs. 2019
Servicing portfolio636.1511.6472.824%8%
Subservicing portfolio
Subservicing - forward105.696.377.31025
Subservicing - reverse54.7n/mn/m
Total subservicing
MAV131.6n/mn/m
NRZ (5)425.4499.6869.9(15)(43)
1,353.31,107.61,420.022(22)
Prepayment speed (CPR) (7)
12-month % Voluntary CPR18%15%11%20%36%
12-month % Involuntary CPR122(50)
Total 12-month % CPR212016525
Number of completed modifications17,29428,32225,754(39)%10%
Revenue recognized in connection with loan modifications$27.8$30.2$38.5(8)(22)
n/m: not meaningful

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.

(2)Conventional loans at December 31, 2021 include 73,340 prime loans with a UPB of $13.7 billion which we service or subservice. This compares to 89,458 prime loans with a UPB of $16.1 billion at December 31, 2020. Prime loans are generally good credit quality loans that meet GSE underwriting standards.

(3)Includes $7.0 billion UPB of reverse mortgage loans that are recognized in our consolidated balance sheet at December 31, 2021.

(4)Includes $8.9 billion UPB subserviced and $24.0 billion UPB of MSRs sold to MAV that does not achieve sale accounting treatment.

(5)Loans serviced or subserviced pursuant to our agreements with NRZ.

(6)Includes $2.1 billion UPB of subserviced loans at December 31, 2021.

(7)Total 12-month % CPR includes voluntary and involuntary prepayments, as shown in the table, plus scheduled principal amortization.

The following table provides selected operating statistics related to our owned reverse mortgage loans held for investment reported within our Servicing segment:

% Change
2021202020192021 vs. 20202020 vs. 2019
Reverse Mortgage Loans at December 31
Unpaid principal balance (UPB) in millions:
Loans held for investment (1)$6,546.5$6,299.6$5,658.34%11%
Active Buyouts (2)36.128.410.227178
Inactive Buyouts (2)95.360.926.456131
Total$6,677.9$6,388.9$5,694.9512
Inactive buyouts % to total1.43%0.95%0.46%51107
Future draw commitments (UPB) in millions:1,507.12,044.41,937.4(26)6

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% Change
2021202020192021 vs. 20202020 vs. 2019
Fair value in millions:
Loans held for investment (1)$6,979.1$6,872.3$6,120.9212
HMBS related borrowings6,885.06,772.76,063.4212
Net asset value$94.1$99.6$57.5(6)73
Net asset value to UPB1.44%1.58%1.02%

(1)Securitized loans only; excludes unsecuritized loans as reported within the Originations segment.

(2)Buyouts are reported as Loans held for sale, Accounts Receivable or REO depending on the loan and foreclosure status.

The following table provides selected operating statistics related to advances for our Servicing segment:

Advances by investor type (Carrying value in millions)
December 31, 2021Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$2$66$7$75
Government-insured1552379
Non-Agency225261133618
Total, net$228$381$164$772
December 31, 2020Principal and InterestTaxes and InsuranceForeclosures, bankruptcy, REO and otherTotal
Conventional$4$30$5$38
Government-insured1552884
Non-Agency272279155705
Total, net$277$365$187$828

The following table provides the rollforward of activity of our portfolio of mortgage loans serviced for the years ended December 31, that includes MSR, whole loans and subserviced loans, both forward and reverse:

Amount of UPB (in billions)Count (in 000’s)
202120202019202120202019
Portfolio at beginning of year$188.8$212.4$256.01,107.61,420.01,562.2
Additions (1) (2)152.057.430.1567.9194.5100.6
Sales(0.2)(1.2)(0.2)(1.6)(8.3)
Servicing transfers (2) (3)(23.1)(40.5)(34.3)(102.0)(303.1)(48.5)
Runoff(49.7)(40.3)(38.3)(220.0)(202.2)(186.0)
Portfolio at end of year$268.0$188.8$212.31,353.31,107.61,420.0

(1)2021 additions include purchased MSRs on portfolios consisting of 287 loans with a UPB of $0.1 billion that have not yet transferred to the Black Knight MSP servicing system as of December 31, 2021. Because we have legal title to the MSRs, the UPB and count of the loans are included in our reported servicing portfolio. The seller continues to subservice the loans on an interim basis between the transaction closing date and the servicing transfer date.

(2)Includes the volume UPB associated with short-term interim subservicing for some clients as a support to their originate-to-sell business, where loans are boarded and deboarded within the same quarter.

(3)2020 includes 270,218 deboarded loans with a UPB of $34.2 billion related to the termination of the subservicing agreement between NRZ and PMC on February 20, 2020. Refer to Note 8 — MSR Transfers Not Qualifying for Sale Accounting.

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Year Ended December 31, 2021 versus 2020

Servicing and Subservicing Fees

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Loan servicing and subservicing fees
Servicing$339.3$216.2$227.557%(5)%
Subservicing21.128.915.4(27)87
MAV15.7n/mn/m
NRZ304.2383.7577.0(21)(34)
Servicing and subservicing fees680.3628.8820.08(23)
Ancillary income93.2102.5154.2(9)(34)
Total$773.5$731.2$974.26%(25)%

The $42.2 million, or 6% increase in total servicing and subservicing fees in 2021 as compared to 2020 is primarily driven by servicing volume, with a $123.1 million or 57% increase in servicing fee income on our owned MSR, partially offset by $79.4 million reduction in fees collected on behalf of NRZ. The increase in servicing fee income on our owned MSR as compared to 2020 is due to a 60% increase in our average volume serviced, primarily driven by bulk acquisitions, MSR acquisitions through the Agency Cash Window programs and the growth in our correspondent lending volumes. The decline in the collection of NRZ servicing fees is mostly due to portfolio runoff and the PMC servicing termination in February 2020.

Additional changes between 2020 and 2021 include $15.7 million of servicing fees collected on behalf of MAV, launched in 2021 and $9.2 million subservicing fees related to the MAM (RMS) reverse subservicing portfolio acquired in the fourth quarter of 2021. The average subservicing fee per loan increased, driven by the inclusion of reverse mortgage loans, with relatively higher compensation for inactive loans. These fee increases were offset by a $9.3 million decline in ancillary income and a $15.8 million decrease in NRZ subservicing fees. The $7.8 million decrease in subservicing fees is mostly due to NRZ fees being reported as subservicing fees during 2020 from PMC servicing termination through loan deboarding, partially offset by MAM (RMS) reverse subservicing fees.

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The following table presents the respective drivers of loan servicing and subservicing fees.

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Servicing and subservicing fee
Servicing fee$339.3$216.2$227.557%(5)%
Average servicing fee (% of UPB)0.270.280.30(4)%(7)%
Subservicing fee (1) (2)$21.1$28.9$15.4(27)88%
Average monthly fee per loan (in dollars) (2)$18$9$12100(25)%
Assets serviced
Average UPB ($ in billions):
Servicing portfolio$125.48$78.30$76.1460%3%
Subservicing portfolio
Subservicing - forward21.4645.4631.23(53)46%
Subservicing - reverse3.26n/mn/m
MAV9.08n/mn/m
NRZ61.4374.84125.07(18)(40)%
Total$220.71$198.60$232.4411%(15)%
Average number (in 000’s):
Servicing portfolio609.1466.1471.831%(1)%
Subservicing portfolio
Subservicing - forward83.6268.5106.2(69)153%
Subservicing - reverse12.9n/mn/m
MAV37.4n/mn/m
NRZ463.1561.6913.2(18)(39)%
1,206.11,296.21,491.2(7)%(13)%

(1)Subservicing fees for the year ended December 31, 2020 includes $15.9 million of fees earned on the NRZ PMC MSR Agreements upon receiving the notice of cancellation in February 2020.

(2)Excludes MAV portfolio and includes reverse subservicing in the fourth quarter of 2021.

The following table presents both servicing fees collected and subservicing fees retained by Ocwen under the NRZ agreements, together with the previously recognized amortization gain of the lump-sum payments received in connection with the 2017 Agreements and New RMSR Agreements (through the second quarter of 2020 only). See Note 8 — MSR Transfers Not Qualifying for Sale Accounting for further information.

NRZ Servicing and Subservicing FeesYears Ended December 31,
202120202019
Servicing fees collected on behalf of NRZ$304.2$383.7$577.0
Servicing fees remitted to NRZ (1)(215.8)(278.8)(437.7)
Retained subservicing fees on NRZ agreements (2)$88.4$104.8$139.3
Amortization gain of the lump-sum cash payments received (including fair value change) (1) (3)34.295.1
Total retained subservicing fees and amortization gain of lump-sum payments (including fair value change)$88.4$139.0$234.4
Average NRZ UPB (in billions) (4)$61.4$74.8$125.1
Average retained subservicing fees as a % of NRZ UPB (excluding amortization gain of lump-sum cash payments)0.14%0.14%0.11%

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(1)Reported within Pledged MSR liability expense. The NRZ servicing fee includes the total servicing fees collected on behalf of NRZ relating to the MSR sold but not derecognized from our balance sheet. Under GAAP, we separately present servicing fees collected and remitted on a gross basis, with the servicing fees remitted to NRZ reported as Pledged MSR liability expense.

(2)Excludes the servicing fees of loans under the PMC Servicing Agreement after February 20, 2020 due to the notice of termination by NRZ, and subservicing fees earned under subservicing agreements. Excludes ancillary income.

(3)In 2017 and early 2018, we renegotiated the Ocwen agreements with NRZ to more closely align with a typical subservicing arrangement whereby we receive a base servicing fee and certain ancillary fees, primarily late fees, loan modification fees and Speedpay fees. We may also receive certain incentive fees or pay penalties tied to various contractual performance metrics. We received upfront cash payments in 2018 and 2017 of $279.6 million and $54.6 million, respectively, from NRZ in connection with the resulting 2017 and New RMSR Agreements. These upfront payments generally represented the net present value of the difference between the future revenue stream Ocwen would have received under the original agreements and the future revenue Ocwen received under the renegotiated agreements. These upfront payments received from NRZ were deferred and recorded within Other income (expense), Pledged MSR liability expense, as they amortized through the term of the original agreements (April 2020). See Note 8 — MSR Transfers Not Qualifying for Sale Accounting for further information.

(4)Excludes the UPB of loans subserviced under the PMC Servicing Agreement after February 20, 2020 due to the notice of termination by NRZ, and excludes the UPB of loans under subservicing agreements.

The net retained fee on our NRZ portfolio declined by $16.4 million, or 16% as compared to 2020. The decline in the NRZ fee collection and remittance is primarily driven by the decline in the average UPB of 18%, partially offset by an increased fee margin due to the nature of remaining collateral, which was non-Agency with higher delinquencies, as compared to the performing Agency portfolio that deboarded in connection with the termination of the PMC agreement by NRZ on February 20, 2020. The decline in serviced volume is explained by the NRZ portfolio runoff and the derecognition of the MSRs in connection with the termination of the PMC agreement. As the NRZ relationship is effectively a subservicing agreement, the COVID-19 environment, loans under forbearance and the fee collection do not impact our financial results to the same extent as for serviced loans with our owned MSRs.

The following table presents the detail of our ancillary income:

Years Ended December 31,% Change
Ancillary Income2021202020192021 vs 20202020 vs 2019
Late charges$40.9$47.7$57.2(14)%(17)%
Custodial accounts (float earnings)4.79.947.5(52)(79)
Loan collection fees11.713.015.5(10)(16)
Recording fees16.014.313.01210
Boarding and deboarding fees4.35.03.3(15)52
GSE forbearance fees1.51.228n/m
Reverse subservicing1.4n/mn/m
HAMP fees0.60.65.513(89)
Other12.010.812.211(11)
Ancillary income$93.2$102.5$154.2(9)%(34)%

Ancillary income declined by $9.3 million as compared to 2020 primarily due to $6.8 million lower late fees, driven by the combined effect of lower servicing volume of delinquent loans, through acquisitions of primarily performing portfolios and sales of delinquent portfolios in 2021, and the COVID-19 environment restricting late fees. Float earnings were $5.2 million lower driven by the decline in interest rates, with average one-month LIBOR declining by approximately 40 basis points in 2021 as compared to 2020, partially offset by larger account balances due to the MSR portfolio growth.

Gain on Loans Held for Sale, Net

Gain on loans held for sale, net of $46.6 million increased $31.9 million as compared to 2020 primarily due to a $27.1 million gain recognized in 2021 on the sale of loans acquired in connection with the exercise of call rights relating to certain Non-Agency trusts, and additional gains on repurchased loans in connection with Ginnie Mae loan modifications and early buyout (EBO) activities.

Reverse Mortgage Revenue, Net

Reverse mortgage revenue, net is the net change in fair value of securitized loans held for investment and HMBS-related borrowings. The following table presents the components of the net fair value change and is comprised of net interest income and other fair value gains or losses. Net interest income is primarily driven by the volume of securitized UPB as it is the interest

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income earned on the securitized loans offset against interest expense incurred on the HMBS-related borrowings, and represents our compensation for servicing the portfolio, that is typically a percentage of the outstanding UPB. Other fair value changes are primarily driven by changes in market-based inputs or assumptions. Lower interest rates generally result in favorable net fair value impacts on our HECM reverse mortgage loans and the related HMBS financing liability and higher interest rates generally result in unfavorable net fair value impacts.

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Net interest income (servicing fee)$19.9$19.2$16.94%13%
Other fair value changes (1)(22.3)(11.6)46.691(125)%
Reverse mortgage revenue, net (Servicing)$(2.3)$7.6$63.5(131)%(88)%

(1)     Includes $21.6 million and $24.4 million of realized gains on tail securitization in 2021 and 2020, respectively. On January 1, 2020, we made an irrevocable election to account for tails at fair value.

The decline in Reverse mortgage revenue, net of $9.9 million, or 131%, as compared to 2020 is primarily due to unrealized losses on the HECM loan portfolio attributable to market rate conditions. Specifically, fair value losses are driven by increasing interest rates and widening yield spread directly impacting the tail value of the HECM reverse mortgage loans. Tails represent the future draws of borrowers, scheduled and unscheduled, as well as capitalized interest and are included in the fair value of the underlying loans. As our HECM loan portfolio is predominantly comprised of ARMs, higher interest rates cause the loan balance to accrue and reach the 98% maximum claim amount liquidation event more quickly. Tails are securitized on a monthly basis and a widening yield spread results in lower cash gain on securitization. Net interest income, that effectively represents our servicing fee increased in 2021 as compared with 2020 mostly due to the growth of the loan portfolio.

MSR Valuation Adjustments, Net

The following table summarizes the MSR valuation adjustments, net reported in our Servicing segment, with the breakdown of the total MSRs recorded on our balance sheet between our owned MSR and the MSRs transferred to NRZ and MAV that did not achieve sale accounting treatment:

Years Ended December 31,
202120202019
Total (1)Owned MSR (1)Pledged MSR (NRZ and MAV) (2)Total (1)Owned MSR (1)Pledged MSR (NRZ) (2)TotalOwned MSR (1)Pledged MSR (NRZ) (2)
Runoff (3) (4)$(250.2)(159.9)(90.3)(171.4)(93.5)(77.9)(197.3)(90.4)$(106.9)
Rate and assumption change (1)124.736.288.5(149.8)(145.1)(4.7)75.9(64.7)140.6
Hedging gain (loss)(34.9)(34.9)44.944.90.50.5
Total$(160.4)(158.6)(1.8)(276.3)(193.7)(82.6)(120.9)(154.6)$33.8

(1)Excludes gains of $25.2 million and $41.7 million in 2021 and 2020, respectively (nil in 2019), on the revaluation of MSRs purchased at a discount, that is reported in the Originations segment as MSR valuation adjustments, net.

(2)MSR sale transactions with NRZ and MAV that do not achieve sale accounting treatment. See Note 8 — MSR Transfers Not Qualifying for Sale Accounting for further information.

(3)Effective January 1, 2021, changes in fair value due to actual versus model variances are presented as Changes in valuation inputs or assumptions. Activity for 2020 and 2019 in the table above has been recast to conform to current year disclosure, resulting in a $1.8 million and $18.1 million gain, respectively, reclassified from Runoff to Rate and assumption change.

(4)The terms runoff and realization of expected future cash flows may be used interchangeably within this discussion.

We reported a $160.4 million loss in MSR valuation adjustments, net in 2021, comprised of $158.6 million loss on our owned MSRs and $1.8 million loss on the MSRs transferred to NRZ and MAV. The $158.6 million loss on our owned MSRs is comprised of $159.9 million MSR portfolio runoff, $36.2 million gain on the MSR portfolio attributed to rate and assumption change and a $34.9 million hedging loss. MSR portfolio runoff represents the realization of expected cash flows and yield based on projected borrower behavior, including scheduled amortization of the loan UPB together with projected voluntary prepayments. The gain on rate and assumption change is primarily due to an increase in market interest rates (the 10 year swap rate increased by 66 basis points in 2021), partially offset by a loss on assumption updates driven by unfavorable prepayment model variance and related calibrations.

Our MSR hedging policy is designed to reduce the volatility of the MSR portfolio fair value due to market interest rates. The changes in fair value of the MSR and hedging derivatives were not offset to the same extent as per their expected hedging

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sensitivity measures, mainly due to non-parallel changes in the interest rate curve and the basis risk inherent in the MSR profile and the available hedging instruments. Refer to the Market Risk sections for further detail on our hedging strategy and its effectiveness.

The following table provides information regarding the changes in the fair value and the UPB of our portfolio of Owned MSRs (excluding NRZ and MAV related MSRs) during 2021, with the breakdown by investor type.

Owned MSR Fair Value (4)Owned MSR UPB ($ in billions) (4)
GSEsGinnie MaeNon- AgencyTotalGSEsGinnie MaeNon- AgencyTotal
Beginning balance$507.9$75.4$144.5$727.8$55.1$13.1$22.1$90.3
Additions
New cap.199.223.51.9224.616.91.718.6
Purchases (1)833.211.3844.574.60.975.6
Sales/servicing transfers
Sales/calls (3)(271.0)(4.5)(275.5)(25.1)(25.1)
Change in fair value:
Inputs and assumptions (1)47.79.93.561.0
Realization of cash flows(118.5)(10.7)(30.8)(159.9)(23.1)(3.7)(4.6)(31.5)
Ending balance$1,198.5$109.4$114.6$1,422.5$98.4$12.0$17.5$127.9
Fair value (% of UPB)1.22%0.91%0.65%1.11%
Fair value multiple (2)4.82.62.04.0

(1)Mostly changes in interest rates, except for gains of $25.2 million on the revaluation of purchased MSRs, that are reported in the Originations segment.

(2)Multiple of average servicing fee and UPB.

(3)Includes $274.8 million fair value and $24.9 billion UPB of MSR sales to MAV in 2021 that did not achieve sale accounting treatment.

(4)See Note 7 — Mortgage Servicing and Note 8 — MSR Transfers Not Qualifying for Sale Accounting for further information on the NRZ and MAV portfolios.

The $1.8 million loss on the transferred MSRs not qualifying for sale accounting (transferred to NRZ and MAV) includes $90.3 million runoff and $88.5 million fair value gain attributable to rates and assumptions. The runoff is explained by the same factors underlying our owned MSR, discussed above, and the transfers of MSRs to MAV in 2021 and the decline in the NRZ MSR portfolio, due to runoff and the termination of the PMC servicing agreement by NRZ in February 2020. The $88.5 million fair value gain attributable to rates and assumptions in 2021 is mostly driven by PLS model calibrations by our third-party valuation expert. The model calibrations more accurately reflect the favorable delinquency and default performance of the PLS collateral across the valuation expert’s client base and was supported by our fair value benchmarking and back-testing analysis. This MSR fair value gain is offset by a fair value loss recorded on the associated NRZ MSR pledged liability.

Compensation and Benefits

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Compensation and benefits$108.1$113.6$144.0(5)%(21)%
Average Employment - Servicing
India and other2,4322,8803,360(16)%(14)
U.S.7407301,1581(37)
Total3,1723,6104,518(12)(20)

Compensation and benefits expense declined $5.4 million, or 5%, as compared to 2020 primarily due to a $5.3 million decrease in salaries and benefit expense as a result of the 12% decline in our average servicing headcount, mostly offshore. A $0.8 million decline in commissions also contributed to the decline in Compensation and benefits expense. During 2021, we serviced 7% fewer loans, on average, as compared to 2020. The decline in servicing headcount reflects the scaling down of our

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platform to the number of loans being serviced and the efficiencies resulting from our cost re-engineering initiatives, partially offset by the hiring of employees to support the acquisition of reverse mortgage subservicing from MAM (RMS) on October 1, 2021.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on government-insured loans, provision expense for advances and servicing representation and warranties, and certain loan volume related expenses.

Servicing expense increased $29.8 million, or 44%, as compared to 2020 largely driven by a $4.5 million increase in interim subservicing expense on MSR bulk acquisitions, a $5.2 million increase in our subservicer expenses largely attributable to the termination and deboarding fees associated with moving our owned reverse portfolio from a subservicer onto our platform, and an $8.4 million increase in satisfaction and other loan expenses attributed to a larger portfolio. In addition, Servicing expense for 2020 included a $19.0 million provision release comprised of $9.9 million recoveries from a settlement in 2020 with a mortgage insurer, and $9.1 million improved advance recoveries in 2020, which decreased loss severity rates used in the computation of advance reserves.

The effects of the above factors were partially offset by a $6.6 million reduction in government-insured claim loss provisions in 2021 on reinstated or modified loans and receivables primarily due to a decline in the volume of government-insured claim receivables and claim losses due to the foreclosure moratorium in effect for much of 2021.

Other Operating Expenses

Other operating expenses (total operating expenses less compensation and benefit expense and servicer expense) decreased by $13.8 million in 2021 as compared to 2020, in large part due to a $13.3 million decline in Corporate overhead allocations and other cost savings attributed to our re-engineering initiatives.

Professional services increased by $3.2 million primarily due to $1.6 million increase in other professional services fee expense driven by additional expense related to reverse sub-servicing business. Professional services expenses in 2020 included $1.1 million reimbursement credits for the NRM consent deal-related shared expenses.

Occupancy and equipment expense decreased $4.5 million primarily due to a $3.8 million decrease in office space occupancy allocations resulting from a reduction in Servicing headcount and the cost savings of prior year office space rationalization initiatives.

Technology and communications expense declined $1.4 million primarily due to cost savings associated with the implementation of data solutions as well as consolidation of telecommunication vendors in the second quarter of 2020.

The $13.3 million decline in Corporate overhead allocations is attributable to the decline in support group operating expenses, including technology savings, and the lower relative weight of Servicing headcount to the consolidated organization.

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Other Income (Expense)

Other income (expense) primarily includes net interest expense and the Pledged MSR liability expense.

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Interest Expense
Advance match funded liabilities$14.2$24.1$26.9(41)%(10)%
Mortgage loan warehouse facilities8.95.43.56553
MSR financing facilities26.015.98.16496
Corporate debt interest expense allocation48.838.254.928(30)
Escrow and other6.57.09.1(7)(23)
Total interest expense$104.6$90.7$102.515%(12)%
Average balances
Average balance of advances$754.1$891.3$1,006.3(15)%(11)%
Advance match funded liabilities505.4603.7671.8(16)(10)
Mortgage loan warehouse facilities265.4116.049.4129135
MSR financing facilities701.2308.4148.5127108
Effective average interest rate
Advance match funded liabilities2.82%4.00%4.00%(29)%%
Mortgage loan warehouse facilities3.364.667.14(28)(35)
MSR financing facilities3.715.155.46(28)(6)
Facility costs included in interest expense$9.8$13.1$6.2(25)112
Average one-month LIBOR0.10%0.52%1.75%(81)%(70)%

Interest expense increased by $13.9 million, or 15%, compared to 2020, due to an overall increase in the average debt balances to finance the growth of the business, partially offset by a lower funding cost. The $10.2 million increase in interest expense on MSR financing facilities, $10.6 million increase in the corporate debt interest expense allocation and $3.5 million increase in interest expense on mortgage loan warehouse facilities, are mostly the result of larger MSR and Loans held for sale portfolios, partially offset by lower funding costs. The $9.9 million decline in interest expense on advance match funded facilities is due to lower average balances of advances and borrowings and a lower cost of funds.

Pledged MSR liability expense relates to the MSR transfers that do not qualify for sale accounting and are presented on a gross basis in our financial statements. See Note 8 — MSR Transfers Not Qualifying for Sale Accounting to the Consolidated Financial Statements. Pledged MSR liability expense includes the servicing fee remittance for these transfers and the fair value changes of the pledged MSR liability.

The following table provides information regarding the Pledged MSR liability expense:

Years Ended December 31,
202120202019
Net servicing fee remittance (1)$228.0$278.8$437.7
Pledged MSR liability fair value (gain) loss (1)(11.4)(82.6)33.8
NRZ 2017/18 lump sum amortization gain(34.2)(95.1)
Other(7.6)(9.6)(4.2)
Pledged MSR liability expense$209.1$152.4$372.2

(1)See Note 8 — MSR Transfers Not Qualifying for Sale Accounting

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Pledged MSR liability expense increased $56.7 million as compared to 2020, primarily due to a $71.1 million unfavorable fair value change on the Pledged MSR liability, mostly driven by a fair value increase in NRZ PLS MSRs due to model recalibrations performed by our third-party valuation expert to more accurately reflect the favorable delinquency and default performance of PLS collateral across its client base. Fair value adjustments to our NRZ MSR pledged liability are offset by fair value adjustments to the related MSR asset, which are recorded in MSR valuation adjustments, net. In addition, we recognized a $34.2 million amortization gain recorded in 2020 (through the end of the second quarter of 2020, nil in 2021), related to the lump-sum cash payments received from NRZ in 2017 and 2018. These increases in the expense were partially offset by a $50.8 million decline in servicing fee remittance, driven by lower volume serviced, with the runoff of the portfolio and the termination of the PMC agreement by NRZ in February 2020. Refer to the above discussions of MSR valuation adjustments, net (Pledged MSR to NRZ and MAV) and Servicing and subservicing fees (NRZ).

Originations

We originate and purchase loans and MSRs through multiple channels, including retail, wholesale, correspondent, flow MSR purchase agreements, the Agency Cash Window and Co-issue programs and bulk MSR purchases.

We originate and purchase conventional loans (conforming to the underwriting standards of Fannie Mae or Freddie Mac; collectively referred to as Agency loans) and government-insured (FHA or VA) forward mortgage loans. The GSEs and Ginnie Mae guarantee these mortgage securitizations. We originate HECM loans, or reverse mortgages, that are mostly insured by the FHA and we are an approved issuer of HECM mortgage-backed securities (HMBS) that are guaranteed by Ginnie Mae.

Within retail, our Consumer Direct channel for forward mortgage loans (previously called Recapture) focuses on targeting existing servicing customers by offering them competitive mortgage refinance opportunities, where permitted by the governing servicing and pooling agreement. In doing so, we generate revenues for our forward lending business and protect the servicing portfolio by retaining these customers. A portion of our servicing portfolio is susceptible to refinance activity during periods of declining interest rates. Origination recapture volume and related gains are a natural economic hedge, to a certain degree, to the impact of declining MSR values as interest rates decline. To the extent we refinance a loan underlying the MSRs subject to the MAV subservicing agreement, we are obligated to transfer such recaptured MSR to MAV under the terms of the joint-marketing agreement. In addition to refinance activities, our Consumer Direct channel targets cash-out, debt consolidation, mortgage insurance premium reduction, and new customer acquisition.

Our forward lending correspondent channel drives higher servicing portfolio replenishment. We purchase closed loans that have been underwritten to investor guidelines from our network of correspondent sellers and sell and securitize them. As of December 31, 2021, we have relationships with 438 approved correspondent sellers, or 307 new sellers since December 31, 2020. On June 1, 2021, we expanded our network through the assignment by Texas Capital Bank (TCB) to us, of all its correspondent loan purchase agreements with its correspondent sellers (approximately 220 sellers).

We originate and purchase reverse mortgage loans through our retail, wholesale and correspondent lending channels, under the guidelines of the HECM reverse mortgage insurance program of the FHA. Loans originated under this program are generally insured by the FHA, which provides protection against risk of borrower default.

After origination, we package and sell the loans in the secondary mortgage market, through GSE and Ginnie Mae securitizations on a servicing retained basis. Origination revenues mostly include interest income earned for the period the loans are held by us, gain on sale revenue, which represents the difference between the origination or purchase value and the sale value of the loan including its MSR value, and fee income earned at origination. As the securitizations of reverse mortgage loans do not achieve sale accounting treatment and the loans are classified as loans held for investment, at fair value, reverse mortgage revenues include the fair value changes of the loan from lock date to securitization date.

We provide customary origination representations and warranties to investors in connection with our GSE loan sales and securitization activities. We receive customary origination representations and warranties from our network of approved correspondent lenders. We recognize the fair value of the liability for our representations and warranties at the time of sale. In the event we cannot remedy a breach of a representation or warranty, we may be required to repurchase the loan or provide an indemnification payment to the mortgage loan investor. To the extent that we have recourse against a third-party originator, we may recover part or all of any loss we incur. We actively monitor our counterparty risk associated with our network of correspondent lenders-sellers.

We purchase MSRs through flow purchase agreements, the Agency Cash Window programs and bulk MSR purchases. The Agency Cash Window programs we participate in, and purchase MSR from, allow mortgage companies and financial institutions to sell whole loans to the respective agency and sell the MSR to the winning bidder servicing released. In addition, we partner with other originators to replenish our MSRs through flow purchase agreements. We do not provide any origination representations and warranties in connection with our MSR purchases through MSR flow purchase agreements or Agency Cash Window programs. As of December 31, 2021, we have relationships with 154 approved sellers through the Agency Cash Window co-issue programs, or 121 new sellers since December 31, 2020.

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We recognize our MSR origination with the associated economics in our Originations business, and transfer the MSR to our Servicing segment at fair value once the MSR is recognized on our balance sheet. Our Servicing segment reflects all subsequent performance associated with the MSR, including funding cost, run-off and other fair value changes.

We source additional servicing volume through our subservicing and interim servicing agreements, through our existing relationships and our enterprise sales initiatives. We do not report any revenue or gain associated with subservicing within the Originations segment as the impact is captured in the Servicing segment. However, sales efforts and certain costs - marginal compensation and benefits - are managed and reported within the Originations segment.

For 2021, our Originations business originated or purchased forward and reverse mortgage loans with a UPB of $19.0 billion and $1.5 billion, respectively. In addition, we purchased $20.4 billion UPB MSR through the Agency Cash Window / Flow MSR during 2021.

Significant Variables

Economic Conditions. General economic conditions impact the capacity for consumer credit and the supply of capital. More specifically, employment and home prices are variables that can each have a material impact on mortgage volume. Employment levels, the level of wages and the stability of employment are underlying factors that impact credit qualification. The effect of home prices on lending volumes is significant and complex. As home prices go up, home equity increases and this improves the position of existing homeowners either to refinance or to sell their home, which often leads to a new home purchase and a new forward mortgage loan, or in the case of a reverse mortgage, increase the size of the mortgage loan available and the number of potential borrowers. However, if home prices increase rapidly, the effect on affordability for first-time and move-up buyers can dampen the demand for mortgage loans. The more restrictive standards for loan to value (LTV) ratios, debt to income (DTI) ratios and employment that characterize the current market amplify the significance and sensitivity of the housing market and related mortgage lending volumes to employment levels and home prices.

Market Size and Composition. Changes in mortgage rates directly impact the demand for both purchase and refinance forward mortgages. Small changes in mortgage rates directly impact housing affordability for both first-time and move-up home buyers and affect their ability to purchase a home. For refinance loans, current market mortgage rates must be considered relative to the rates on the current mortgage debt outstanding. As the time and cost to refinance has decreased, relatively small reductions in mortgage rates can trigger higher refinancing activity. Given the large size of U.S. residential forward mortgage debt outstanding, the impact of mortgage rate changes can drive significant swings in mortgage refinance volume.

Market size is likewise impacted by changes to existing, or development of new, GSE or other government sponsored programs. Changes in GSE or HUD guidelines and costs and the availability of alternative financing sources, such as non-Agency proprietary loans and traditional home equity loans, impact borrower demand for forward and reverse mortgages.

Investor Demand. The liquidity of the secondary market impacts the size of the market by defining loan attributes and credit guidelines for loans that investors are willing to buy and at what price. In recent years, the GSEs have been the dominant providers of secondary market liquidity for forward mortgages, keeping the product and credit spectrum relatively homogeneous and risk averse (higher credit standards).

Margins. Changes in pricing margin are closely correlated with changes in market size. As loan demand and market capacity move out of alignment, pricing adjusts. In a growing market, margins expand and in a contracting market, margins tighten as lenders seek to keep their production at or close to full capacity. Managing capacity and cost is critical as volumes change. Among our channels, our margins per loan are highest in the retail channel and lowest in the correspondent channel. We work directly with the borrower to process, underwrite and close loans in our retail and reverse wholesale channels. In our retail channel, we also identify the customer and take loan applications. As a result, our retail channel is the most people- and cost-intensive and experiences the greatest volume volatility.

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The following table presents the results of operations of our Originations segment. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Revenue
Gain on loans held for sale, net$124.5$105.2$32.918%220%
Reverse mortgage revenue, net82.053.122.954133
Other revenue, net (1)43.421.06.0107251
Total revenue249.9179.361.739191
MSR valuation adjustments, net25.241.7(40)n/m
Operating expenses
Compensation and benefits101.662.243.86342
Origination expense15.07.27.01093
Occupancy and equipment6.95.46.427(15)
Technology and communications9.85.53.27676
Professional services10.29.31.310620
Corporate overhead allocations20.018.26.010202
Other expenses9.46.54.84336
Total operating expenses172.8114.472.55158
Other income (expense)
Interest income17.77.05.215234
Interest expense(23.0)(9.8)(7.6)13430
Other, net(3.1)0.40.9(988)(61)
Total other income (expense), net(8.4)(2.5)(1.5)23970
Income (loss) before income taxes$93.9$104.2$(12.2)(10)(952)

(1)Includes $8.5 million, $6.0 million, and $1.3 million ancillary fee income related to MSR acquisitions reported as Servicing and subservicing fees at the consolidated level for 2021, 2020 and 2019, respectively.

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The following table provides selected operating statistics for our Origination segment:

Years Ended December 31,% Change
UPB in millions2021202020192021 vs 20202020 vs 2019
Loan Production by Channel
Forward loans
Correspondent$16,577.8$5,685.5$494.0192%n/m
Consumer Direct2,411.71,309.8656.68499
$18,989.5$6,995.3$1,150.5171508
% Purchase production3220186310
% Refinance production688082(15)(2)
Reverse loans (1)
Correspondent$807.1$470.3$411.672%14%
Wholesale275.4300.5238.2(8)26
Retail445.5170.879.6161115
$1,527.9$941.6$729.46229
MSR Purchases by Channel (Forward only)
Agency Cash Window / Flow MSR20,443.415,111.6908.335n/m
Bulk MSR purchases55,133.516,566.214,616.723313
$75,576.9$31,677.7$15,525.0139104
Total$96,094.3$39,614.7$17,405.0143128
Short-term loan commitment (at year end)
Forward loans$1,022.0$619.7204.065%204%
Reverse loans63.311.728.5442(59)
Average Employment
U.S.65346138742%19%
India and other4001779712682
Total1,0536384846532

(1)Loan production excludes reverse mortgage loan draws by borrowers disbursed subsequent to origination that are reported within the Servicing segment.

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Gain on Loans Held for Sale

The following table provides information regarding Gain on loans held for sale by channel and the related forward loan origination volume and margins (excluding fees that are presented in Other revenue, net):

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Gain on Loans Held for Sale (1)
Correspondent$18.5$20.8$0.1(11)%n/m
Consumer Direct106.084.432.826158
$124.5$105.2$32.918%220%
% Gain on Sale Margin (2)
Correspondent0.11%0.35%0.02%(69)%n/m
Consumer Direct4.365.415.00%(19)8
0.64%1.42%2.65%(55)%(46)%
Origination UPB (3)
Correspondent$16,957.0$5,851.1$584.6190%901%
Consumer Direct2,432.01,560.4655.556138
$19,389.0$7,411.5$1,240.1162%498%

(1)Includes realized gains on loan sales and related new MSR capitalization, changes in fair value of IRLCs, changes in fair value of loans held for sale and economic hedging gains and losses.

(2)Ratio of gain on Loans held for sale to Origination UPB - see (3) below. Note that the ratio differs from the day-one gain on sale margin upon lock.

(3)Defined as the UPB of loans funded in the period plus the change in the period in the pull-through adjusted UPB of IRLCs.

Gain on loans held for sale, net, increased $19.3 million, or 18%, as compared to 2020, all attributed to our consumer direct channel, with a 56% increase in our loan production volume, partially offset by a lower margin. The effect of nearly three times higher production volume in our correspondent channel was more than offset by lower margin and resulted in a 11% lower gain on sale as compared to 2020. The combined $12.0 billion, or 162% new production volume increase in our correspondent and consumer direct channels is due to favorable market conditions for borrower refinancing, the successful integration of the TCB correspondent lending resources and network of correspondent sellers, and the demonstrated capability of our Originations platform. We have expanded our correspondent seller network from 131 to 438, a 234% increase in twelve months. In addition, the increase in the new production volume of our consumer direct channel is the result of investments in staffing we made to develop the production capabilities of our platform. Overall, the average gain on sale margin for forward loans declined from 142 basis points in 2020 to 64 basis points in 2021, mostly due to the continued shift in the channel mix, with higher volume in correspondent, a lower-margin channel.

Reverse Mortgage Revenue, Net

The following table provides information regarding Reverse mortgage revenue, net of the Originations segment that comprises fair value changes of the pipeline and unsecuritized reverse mortgage loans held for investment, at fair value, together with volume and margin:

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs 2019
Origination UPB (1)$1,547.0$915.4$731.469%25%
Origination margin (2)5.30%5.81%3.12%(9)86%
Reverse mortgage revenue, net (Originations) (3)$82.0$53.1$22.954%133%

(1)Defined as the UPB of loans funded in the period plus the change in the period in the pull-through adjusted UPB of IRLCs.

(2)Ratio of origination gain and fees - see (3) below - to origination UPB - see (1) above.

(3)Includes gain on new origination, and loan fees and other. Includes $34.1 million, $26.9 million and $16.6 million non-cash gain on securitization of newly originated loans in 2021, 2020 and 2019, respectively.

We reported $82.0 million Reverse mortgage revenue, net in 2021, a $28.9 million or 54% increase as compared to 2020. The increase is primarily driven by an increase in volume of our higher-margin retail channel that generated an additional $26.8

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million revenue. The historical record increase in the volume of our reverse correspondent and retail channels were partially offset by a lower average margin in those channels mostly due to unfavorable yield spread widening observed in the market.

Other revenue, net

Other revenue, net increased $22.4 million as compared to 2020 primarily due to higher fees earned on increased loan origination volume and setup fees earned for loans boarded on our servicing platform, mostly driven by our forward correspondent and consumer direct channels.

MSR Valuation Adjustments, Net

MSR valuation adjustments, net includes gains of $25.2 million and $41.7 million in 2021 and 2020, respectively, due to the revaluation gains on certain MSRs purchased through the Agency Cash Window programs, and flow purchases. As an aggregator of MSRs, we may purchase MSRs from smaller originators with a purchase price at a discount to fair value and we recognize valuation adjustments for differences in exit markets in accordance with the accounting fair value guidance. We record such valuation adjustments as MSR valuation adjustments, net, within the Originations segment because the segment’s business objective is the sourcing of new MSRs at targeted returns. We transfer the MSR from the Originations segment to the Servicing segment at fair value.

MSR valuation adjustments, net decreased $16.5 million as compared to 2020. Opportunities for fair value discount or margins were larger in the early period of the pandemic and have reduced as markets normalized.

Operating Expenses

Operating expenses increased $58.4 million, or 51%, as compared to 2020, due to our increased production volumes. Compensation and benefits increased by $39.4 million, or 63%, with a $23.1 million increase in salary and benefits and $10.9 million higher commissions. Originations average headcount increased 65% as compared to 2020, reflecting an increase in loan production levels, and reflecting the integration of the TCB correspondent lending resources in the second half of 2021. The offshore-to-total average headcount ratio for Originations increased from 28% for 2020 to 38% for 2021.

Other operating expenses increased primarily due to a $7.8 million increase in Origination expense driven by increased origination volumes, a $4.2 million increase in Technology and communications mostly due to higher software usage and maintenance expenses to support the growth in originations volumes, a $3.5 million increase in advertising expense as part of Origination business expansion, and a $2.0 million increase in postage and mailing expenses in support of increased volumes. Certain other operating expenses are variable, and as a result, as origination volume increased so did the related expenses. Examples include credit reports, appraisals, settlement fees, and tax service fees recorded in origination expenses or certain outsourced services including surge resources recorded in Professional services.

Other Income (Expense)

Interest income consists primarily of interest earned on newly-originated and purchased loans prior to sale to investors. Interest expense is incurred to finance the mortgage loans. We finance originated and purchased forward and reverse mortgage loans with repurchase and participation agreements, commonly referred to as warehouse lines. The increases in interest income and interest expense as compared to 2020 is primarily the result of the increase in the average held-for-sale loan and warehouse debt balances, due to increased loan production volumes.

Corporate Items and Other

Corporate Items and Other includes revenues and expenses of corporate support services, our reinsurance business CRL, inactive entities, and our other business activities that are currently individually insignificant, revenues and expenses that are not directly related to other reportable segments, interest income on short-term investments of cash, gain or loss on repurchases of debt, interest expense on unallocated corporate debt and foreign currency exchange gains or losses. Interest expense on direct asset-backed financings are recorded in the respective Servicing and Originations segments. Interest expense on corporate debt is allocated to the Servicing segment and the Originations segment (starting in the fourth quarter of 2021) based on relative financing requirements.

Corporate support services include finance, facilities, human resources, internal audit, legal, risk and compliance and technology functions. Certain expenses incurred by corporate support services are allocated to the Servicing and Originations segments using various methodologies intended to approximate the utilization of such services. Various measurements of utilization of corporate support services are maintained, primarily time studies, personnel volumes and service consumption levels. In 2019, corporate support services costs were primarily allocated based on relative segment size. Support service costs not allocated to the Servicing and Originations segments are retained in the Corporate Items and Other segment along with certain other costs including certain litigation and settlement related expenses or recoveries, and other costs related to operating as a public company. Corporate Items and Other also includes severance, retention, facility-related and other expenses incurred in 2020 and 2019 related to our re-engineering initiatives and have not been allocated to other segments.

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CRL, our wholly-owned captive reinsurance subsidiary, provides re-insurance related to coverage on REO properties owned or serviced by us. CRL assumes a quota share of REO insurance coverage written by a third-party insurer under a blanket policy issued to PMC. The underlying REO policy provides coverage for direct physical loss on commercial and residential properties, subject to certain limitations. Under the terms of the reinsurance agreement, CRL assumes a 60% quota share of premiums and all related losses incurred by the third-party insurer, effective March 2021, with a 50% and 40% quota share through February 2021 and May 2020, respectively. The reinsurance agreement expires December 31, 2023, but may be terminated by either party at any time with six months advance written notice. The agreement will automatically renew for additional one-year terms unless either party provides 60 days advance written notice prior to renewal.

The following table presents selected results of operations of Corporate Items and Other. The amounts presented are before the elimination of balances and transactions with our other segments:

Years Ended December 31,% Change
2021202020192021 vs 20202020 vs. 2019
Revenue
Premiums (CRL)$5.9$6.2$12.9(5)%(52)%
Other revenue0.30.40.3(28)55
Total revenue6.26.613.2(6)(50)
Operating expenses
Compensation and benefits88.289.6125.7(1)(29)
Professional services40.369.459.2(42)17
Technology and communications22.528.943.4(22)(34)
Occupancy and equipment3.111.117.4(72)(36)
Servicing and origination0.41.70.7(74)(94)
Other expenses7.38.111.0(10)(26)
Total operating expenses before corporate overhead allocations161.8208.7257.4(22)(19)
Corporate overhead allocations
Servicing segment(47.7)(61.0)(197.9)(22)(69)
Originations segment(20.0)(18.2)(6.0)10202
Total operating expenses94.1129.553.5(27)142
Other income (expense), net
Interest income0.51.91.8(77)9
Interest expense(16.4)(8.9)(4.0)85121
Gain (loss) on extinguishment of debt(15.5)5.1n/m(100)
Other, net1.2(4.3)(4.1)(129)3
Total other (expense) income, net(30.2)(11.2)(1.3)170775
Income (loss) before income taxes$(118.1)$(134.1)$(41.6)(12)222
n/m: not meaningful

Compensation and Benefits

Compensation and benefits expense decreased $1.3 million, or 1%, as compared to 2020 primarily as a result of a $4.2 million decline in salaries and benefit expense driven by a 7% decrease in average corporate headcount, including a 13% decrease in average onshore headcount from 308 to 267. In addition, the decline in compensation and benefits expense is driven by a $2.2 million decrease in annual incentive compensation and a $1.8 million decline in severance expense. These lower expenses were largely offset by a $7.9 million increase in share-based compensation mostly due to an increase in the fair value of cash-settled share-based awards associated with the increase in our common stock price during the year.

Professional Services

Professional services expense declined $29.1 million, or 42%, as compared to 2020, primarily due to a $16.9 million decrease in legal expenses and an $11.1 million decline in other professional services expenses. The net decline in legal expenses is largely due to expenses and provision for litigation settlement recorded in 2020 related to the CFPB and Florida

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matters. Legal expenses and professional services for 2020 included an $8.0 million recovery of prior expenses from a mortgage insurer and $3.5 million of COVID-19 related expenses, respectively. Cost reduction initiatives and higher utilization of professional services in 2020, including strategic vendor sourcing, cloud migration and consulting, resulted in lower other professional fees in 2021. Other professional services for 2021 includes $3.2 million of advisory fees related to the setup of our MSR investment joint venture with Oaktree, MAV Canopy.

Other Operating Expenses

Technology and communications expense decreased $6.4 million, or 22%, as compared to 2020, primarily due to a $3.5 million decline in telephone and telecommunication expense, and a $2.5 million decline in hardware and software depreciation expense. Cost re-engineering initiatives in 2020 resulted in lower expenses in 2021 through facility closure and the transition to a more cost-effective alternative telephone system. In addition, during 2020, we recognized accelerated depreciation for certain of our hardware and software assets and incurred additional expenses related to COVID-19.

Occupancy and equipment expense decreased $8.0 million or 72%, as compared to 2020, primarily due to the rationalization of our facilities. In 2020, we partially abandoned certain leased properties and recognized accelerated depreciation and exit costs. Depreciation and lease interest expense for 2021 declined $7.9 million as compared to 2020. Occupancy allocations to Servicing and Originations segments were lower by $4.3 million due to the above mentioned facility rationalization, partially offset by a $2.7 million decrease in repair, maintenance and utilities related expenses and a $1.1 million decline in postage and mailing expenses attributed to COVID-19.

Corporate overhead allocations decreased $11.5 million for 2021 as compared to 2020 largely due to the benefits of cost savings achieved at the corporate level, most significantly technology expenses, achieved through our cost re-engineering initiatives in 2020.

Other Income (Expense)

Interest expense of the Corporate segment relates to the remaining corporate debt unallocated to other segments. Interest expense increased $7.6 million, or 85%, as compared to 2020. The increase is primarily driven by a higher cost of corporate debt that is mostly due to the senior secured notes issued at a discount on March 4, 2021 and May 3, 2021.

On March 4, 2021, we recognized a loss on debt extinguishment of $15.5 million resulting from our early repayment of the SSTL due May 2022 and our early redemption of our 6.375% PHH senior unsecured notes due August 2021 and our 8.375% PMC senior secured notes due November 2022.

We reported $1.2 million Other income in 2021, as compared to $4.3 million Other expense in 2020. Loss adjustment expense, related to our CRL business decreased by $1.8 million due to a decline in the number of covered REO properties and claims filed during 2021 compared to 2020. In 2020, we recognized a $2.2 million net loss on the sale of a vacant office facility. In addition, we recorded foreign currency remeasurement gains of $0.3 million in 2021, as compared to losses of $1.0 million in 2020, related to our operations in India and the Philippines.

LIQUIDITY AND CAPITAL RESOURCES

Overview

On March 4, 2021, we successfully completed a comprehensive refinancing of our corporate debt and a capital contribution to our licensed entity PMC, through the following transactions:

•We redeemed all of PHH’s outstanding 6.375% Senior Notes due August 2021 at a price of 100% of the $21.5 million principal amount, plus accrued and unpaid interest, and all of PMC’s 8.375% Senior Secured Notes due November 2022 at a price of 102.094% of the $291.5 million principal amount, plus accrued and unpaid interest.

•We repaid in full the $185.0 million outstanding principal balance of the SSTL due May 2022, with a 2% prepayment premium of the outstanding principal balance, or $3.7 million.

•PMC completed the issuance and sale of $400.0 million aggregate principal amount of 7.875% senior secured notes due March 15, 2026 (the PMC Senior Secured Notes).

•Ocwen Financial Corporation, completed the private placement of $199.5 million aggregate principal amount of senior secured notes due March 4, 2027 (the OFC Senior Secured Notes) together with the issuance of warrants to certain entities owned by funds and accounts managed by Oaktree Capital Management, L.P. (the Oaktree Investors).

•Ocwen Financial Corporation contributed the $175.0 million net proceeds from the issuance of the OFC Senior Secured Notes to its wholly owned subsidiary, PHH, and PHH contributed $153.4 million to its wholly owned subsidiary PMC, as permanent equity, after redeeming PHH’s 6.375% Senior Notes disclosed above.

With the completion of the corporate debt refinancing, we have reduced corporate indebtedness at the PHH and PMC level by approximately $100 million and extended overall corporate debt maturities by over three years resulting in a better

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alignment of the debt profile with our investments. We now have greater financial flexibility than with the prior capital structure, and we believe, an opportunity to negotiate better terms for our future financing needs.

On May 3, 2021, concurrent with the closing of the MAV transaction, we issued to Oaktree the second tranche of the OFC Senior Secured Notes due March 4, 2027 in an aggregate principal amount of $85.5 million, together with the issuance of common shares and additional warrants.

In addition, we have successfully completed at market terms the following during 2021 with respect to our current and anticipated financing needs:

•We increased the total borrowing capacity on our mortgage loan warehouse facilities by $1.1 billion to support growth in our Originations business. We reduced our weighted average interest rate on these facilities by 0.72% during the year.

•We increased the borrowing capacity of our MSR financing facilities by $410.0 million to fund our MSR bulk acquisitions and portfolio growth, and extended the duration of our debt. We reduced our weighted average interest rate on these facilities by 1.11% during the year.

•We voluntarily reduced total borrowing capacity on our advance facilities by $200.0 million as we continue to experience better than expected forbearance performance. We reduced our weighted average interest rate on these facilities by 0.42% during the year.

In the normal course of business, we are actively engaged with our lenders and as a result, have renewed, replaced or extended our debt agreements to the extent necessary to finance our operations. See Note 14 — Borrowings to the Consolidated Financial Statements for additional information.

A summary of borrowing capacity under our advance facilities, mortgage warehouse facilities and MSR financing facilities is as follows at the dates indicated:

December 31, 2021December 31, 2020
Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)Total Borrowing Capacity (1)Available Borrowing Capacity - Committed (1)Available Borrowing Capacity - Uncommitted (1)
Advance facilities$595.0$82.7$$795.0$213.7$
Mortgage loan warehouse facilities2,119.3240.3794.01,037.0186.9398.4
MSR financing facilities785.040.418.3375.039.213.0
Total$3,499.3$363.4$812.3$2,207.0$439.9$411.3
Total Capacity increase (decrease)$1,292.3$(76.5)59%(17)%
Advance facilities$(200.0)$(131.0)(25)%(61)%
Mortgage loan warehouse facilities$1,082.3$53.4104%29%
MSR financing facilities$410.0$1.2109%3%

(1)Total Borrowing Capacity represents the maximum amount which can be borrowed, subject to eligible collateral. Available Borrowing Capacity represents Total Borrowing Capacity less outstanding borrowings.

Our total borrowing capacity increased by approximately $1.3 billion (or 59%) in 2021, mostly driven by a $1.1 billion (104%) increase in our mortgage loan warehouse capacity to fund the growth in our Originations business. In addition, we increased the capacity of our MSR financing facilities by $410.0 million to fund our MSR bulk acquisitions and portfolio growth. The available borrowing capacity under our advance financing facilities decreased by $131.0 million as compared to December 31, 2020 due to a $170.0 million voluntary reduction in total borrowing capacity of the OMART variable funding notes and a $30.0 million reduction in total borrowing capacity of the OFAF facility, offset in part by a $69.0 million decrease in outstanding borrowings, consistent with a decrease in our servicer advances. At December 31, 2021, none of the available borrowing capacity under our advance financing facilities could be funded based on the amount of eligible collateral that had been pledged to such facilities. Also, none of our uncommitted borrowing capacity was available to fund advances at December 31, 2021 under our Ginnie Mae MSR financing facility based on the amount of eligible collateral.

We may utilize committed borrowing capacity under our mortgage warehouse facilities and MSR financing facilities to the extent we have sufficient eligible collateral to borrow against and otherwise satisfy the applicable conditions to funding. At December 31, 2021, we had no committed borrowing capacity under our mortgage loan warehouse facilities, based on the

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amount of eligible collateral. Uncommitted amounts can be advanced at the discretion of the lender, and there can be no assurance that any uncommitted amounts will be available to us at any particular time.

At December 31, 2021, our unrestricted cash position was $192.8 million compared to $284.8 million at December 31, 2020. We typically invest cash in excess of our immediate operating needs in deposit accounts and other liquid assets.

We strive to optimize our daily cash position to reduce financing costs while closely monitoring our liquidity needs and ongoing funding requirements. We regularly monitor and project cash flows over various time horizons as a way to anticipate and mitigate liquidity risk.

In assessing our liquidity outlook, our primary focus is on available cash on hand, unused available funding and the following forecast measures:

•Financial projections for ongoing net income, excluding the impact of non-cash items, and working capital needs including loan repurchases;

•Requirements for amortizing and maturing liabilities;

•The projected change in advances compared to the projected borrowing capacity to fund such advances under our facilities, including capacity for monthly peak needs;

•Projected funding requirements for acquisitions of MSRs and other investment opportunities;

•Funding capacity for whole loans and tail draws under our reverse mortgage commitments subject to warehouse eligibility requirements;

•Potential payments or recoveries related to legal and regulatory matters, insurance, taxes and others; and

•Margining requirements associated with our borrowing facilities and hedging program.

Use of Funds

Our primary near-term uses of funds in the normal course include:

•Payment of operating costs and corporate expenses;

•Payments for advances in excess of collections;

•Investing in our servicing and originations businesses, including MSR, other asset acquisitions and MAV Canopy equity contribution;

•Originated and repurchased loans, including scheduled and unscheduled equity draws on reverse mortgage loans;

•Payment of margin calls under our MSR financing facilities and derivative instruments;

•Repayments of borrowings, including under our MSR financing, advance financing and warehouse facilities, and payment of interest expense; and

•Net negative working capital and other general corporate cash outflows.

We have originated floating-rate reverse mortgage loans under which the borrowers have additional borrowing capacity of $1.5 billion at December 31, 2021. This additional borrowing capacity is available on a scheduled or unscheduled payment basis. During 2021, we funded $226.6 million out of the $2.0 billion borrowing capacity available as of December 31, 2020. We also had short-term commitments to lend $1.0 billion and $63.3 million in connection with our forward and reverse mortgage loan IRLCs, respectively, outstanding at December 31, 2021. As an HMBS issuer, we assume certain obligations related to each security issued. The most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount (MCA repurchases). See Note 25 — Commitments to the Consolidated Financial Statements for additional information. We finance originated and purchased forward and reverse mortgage loans with repurchase and participation agreements, referred to as warehouse lines.

Regarding the current maturities of our borrowings, as of December 31, 2021, we have approximately $2.09 billion of debt outstanding that would either come due, begin amortizing or require partial repayment in the next 12 months. This amount is comprised of $1.09 billion of borrowings under forward and reverse mortgage warehouse facilities, $512.3 million of notes under advance financing facilities that will enter their respective amortization periods, $449.2 million outstanding under Agency and Ginnie Mae MSR financing facilities maturing in 2022, and $41.7 million of scheduled principal amortization on the PLS Notes secured by PLS MSRs.

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In our liquidity management, we consider two factors more specifically as a result of the COVID-19 environment and the volatile interest rate environment: our increased advancing requirements as servicer during each investor remittance period, and the uncertainties of daily margin calls on our collateralized debt facilities and derivative instruments due to interest rate fluctuations. First, as servicer, we are required to advance to investors the loan P&I installments not collected from borrowers for those delinquent loans, including those on forbearance plans. Loan payoffs and prepayments are a source of additional liquidity and are dependent on the interest rate environment. We also advance T&I and Corporate advances primarily on properties that are in default or have been foreclosed. Our obligations to make these advances are governed by servicing agreements or guides, depending on investors or guarantor. Refer to Note 25 — Commitments to the Consolidated Financial Statements for further description of our servicer advance obligations. As subservicer, we are also required to make P&I, T&I and Corporate advances on behalf of servicers following the servicing agreements or guides. However, servicers are generally required to reimburse us within 30 days of our advancing under the terms of the subservicing agreements, and we are generally reimbursed by NRZ the same day we fund P&I advances, or within no more than three days for servicing advances and certain P&I advances under the Ocwen agreements.

Second, we are generally subject to daily margining requirements under the terms of our MSR financing facilities and daily cash calls for our TBAs, interest rate swap futures or other derivatives. Declines in fair value of our MSRs due to declines in market interest rates, assumption updates or other factors require that we provide additional collateral to our lenders under MSR financing facilities. Similarly, declines in fair value of our derivative instruments require that we provide additional collateral to the clearing counterparties. Our exposure to changes in fair value of our MSRs and the associated liquidity risk have increased as a result of the GSE MSR bulk acquisitions in June 2021. Refer to the sensitivity analysis in the Market Risk section of Risk Management for our quantitative and qualitative disclosures about market risk.

Our medium- and long-term requirements for cash include:

•Payment of interest and principal repayment of our corporate debt that matures in 2026 and 2027;

•Any payments associated with the confirmation of loss contingencies; and

•Any other payments required under contractual obligations discussed above that extend beyond one year, e.g., lease payments.

We are focused on ensuring that we have sufficient liquidity sources to continue to operate through the pandemic as well as after. We continuously evaluate alternative financings to diversify our sources of funds, optimize maturities and reduce our funding cost. See “Sources of Funds” below.

Sources of Funds

Our primary sources of funds for near-term liquidity in normal course include:

•Collections of servicing and subservicing fees and ancillary revenues;

•Collections of advances in excess of new advances;

•Proceeds from match funded advance financing facilities;

•Proceeds from other borrowings, including warehouse facilities and MSR financing facilities;

•Proceeds from sales and securitizations of originated loans and repurchased loans; and

•Net positive working capital from changes in other assets and liabilities.

Servicing advances are an important component of our business and represent amounts that we, as servicer, are required to advance to, or on behalf of, our servicing clients if we do not receive such amounts from borrowers. Our use of advance financing facilities is integral to our cash and liquidity management strategy. Revolving variable funding notes issued by our advance financing facilities to financial institutions typically have a revolving period of 12 months. Term notes are generally issued to institutional investors with one-, two- or three-year revolving periods. Additionally, certain of our financing and subservicing agreements permit us to retain advance collections for a period ranging from one to two business days before remittance, thus providing a source of short-term liquidity.

We use mortgage loan repurchase and participation facilities (commonly called warehouse lines) to fund newly-originated loans on a short-term basis until they are sold to secondary market investors, including GSEs or other third-party investors, and to fund repurchases of certain Ginnie Mae forward loans, HECM loans, second-lien loans and other types of loans. Warehouse facilities are structured as repurchase or participation agreements under which ownership of the loans is temporarily transferred to the lender. These facilities contain eligibility criteria that include aging and concentration limits by loan type among other provisions. Currently, our master repurchase and participation agreements generally have maximum terms of 364-days. The funds are typically repaid using the proceeds from the sale of the loans to the secondary market investors, usually within 30 days.

We also rely on the secondary mortgage market as a source of consistent liquidity to support our lending operations. Substantially all of the mortgage loans that we originate or purchase are sold or securitized in the secondary mortgage market in the form of residential mortgage backed securities guaranteed by Fannie Mae or Freddie Mac and, in the case of mortgage

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backed securities guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA, VA or United States Department of Agriculture (USDA).

We regularly evaluate financing structure options that we believe will most effectively provide the necessary capacity to support our investment plans, address upcoming debt maturities and accommodate our business needs. We continuously evaluate the allocation of our capital to MSR investments, the related returns, funding and liquidity requirements. While our investment in MAV Canopy exposes us to additional capital contributions, the relationship provides PMC an additional means to finance MSRs and maintain liquidity while maintaining servicing volume - See Item 1. Business, Oaktree Relationship for further details. With the launch of MAV and our relationships with other clients, additional opportunities to rebalance our servicing and subservicing portfolio mix are available to us and may result in additional sales of MSRs while we would perform subservicing for the sold portfolio.

Covenants

Our debt agreements contain various qualitative and quantitative covenants including financial covenants, covenants to operate in material compliance with applicable laws and regulations, monitoring and reporting obligations and restrictions on our ability to engage in various activities, including but not limited to incurring or guarantying additional debt, paying dividends or making distributions on or purchasing equity interests of Ocwen and its subsidiaries, repurchasing or redeeming capital stock or junior capital, repurchasing or redeeming subordinated debt prior to maturity, issuing preferred stock, selling or transferring assets or making loans or investments or other restricted payments, entering into mergers or consolidations or sales of all or substantially all of the assets of Ocwen and its subsidiaries, creating liens on assets to secure debt, and entering into transactions with affiliates. These covenants may limit the manner in which we conduct our business and may limit our ability to engage in favorable business activities or raise additional capital to finance future operations or satisfy future liquidity needs. In addition, breaches or events that may result in a default under our debt agreements include, among other things, nonpayment of principal or interest, noncompliance with our covenants, breach of representations, the occurrence of a material adverse change, insolvency, bankruptcy, certain material judgments and litigation and changes of control. See Note 14 — Borrowings to the Consolidated Financial Statements for additional information regarding our covenants. The most restrictive liquidity requirement under our debt agreements is for a minimum of $125.0 million in consolidated liquidity, as defined, under certain of our advance match funded debt and MSR financing facilities agreements. At December 31, 2021, we held unrestricted cash in excess of this minimum amount.

In addition, our debt agreements generally include cross default provisions such that a default under one agreement could trigger defaults under other agreements. If we fail to comply with our debt agreements and are unable to avoid, remedy or secure a waiver of any resulting default, we may be subject to adverse action by our lenders, including termination of further funding, acceleration of outstanding obligations, enforcement of liens against the assets securing or otherwise supporting our obligations, and other legal remedies, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations. We believe that we are in compliance with the covenants in our debt agreements as of December 31, 2021.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a company’s debt obligations. Lower ratings generally result in higher borrowing costs and reduced access to capital markets. The following table summarizes our current ratings and outlook by the respective nationally recognized rating agencies. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Rating AgencyLong-term Corporate RatingReview Status / OutlookDate of last action
Moody’sCaa1StableFebruary 24, 2021
S&PB-StableFebruary 24, 2021

On February 24, 2021, concurrent with the launch of the $400.0 million PMC Senior Secured Notes offering, both Moody’s and S&P reaffirmed the corporate ratings at Caa1 and B-, respectively. In addition, both agencies revised the outlook of the corporate ratings to Stable from Negative. This change in outlook was driven by the elimination of the short debt maturity runway and refinancing risk, which was listed as an area of concern by both Moody’s and S&P. On January 24, 2022, S&P affirmed the corporate rating at B-.

On January 24, 2022, S&P raised the assigned rating to the PMC Senior Secured Notes from ‘B-’ to ‘B’ and maintained a stable outlook citing improved profitability and increase in assets. It is possible that additional actions by credit rating agencies could have a material adverse impact on our liquidity and funding position, including materially changing the terms on which we may be able to borrow money.

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Cash Flows

Our operating cash flow is primarily impacted by operating results, including Originations gains on loan sales, changes in our servicing advance balances, the level of mortgage loan production, the timing of sales and securitizations of mortgage loans, and the margin calls required under our MSR financing facilities or derivative instruments. We classify purchases of MSRs through flow purchase agreements, Agency Cash Window and bulk acquisitions as investing activity. MSR investments represent a key indicator of our ability to generate future income in our Servicing business, together with originated MSRs. We classify changes in HECM loans held for investment as investing activity and changes in the related HMBS borrowings as financing activity.

Our NRZ agreements represent an important component of our liquidity and our liquidity management, and have a significant impact on our consolidated statements of cash flows. Because the lump-sum payments we received in connection with our 2017 Agreements and New RMSR Agreements were recorded as secured financings, additions to, and reductions in, the balance of those secured financings were recognized as financing activity in our consolidated statements of cash flows through April 2020. Excluding the impact of changes to the secured financings attributed to changes in fair value, changes in the balance of these secured financings are reflected in cash flows from operating activities despite having no impact on our consolidated cash balance. Net cash provided by operating activities for the years ended December 31, 2021 and 2020 includes $— million and $35.1 million, respectively, of such cash flows and they were offset by corresponding amounts in net cash used in financing activities in the same periods.

Our cash flows are summarized as follows:

$ in millionsFor the Year Ended December 31,
20212020
Net cash provided by (used in) operating activities$(472)$261
Net cash provided by (used in) investing activities(1,001)(528)
Net cash provided by (used in) financing activities1,380132
Net increase (decrease) in cash, cash equivalents and restricted cash$(93)$(135)
Cash, cash equivalents and restricted cash at end of period$263$357

Cash flows for the year ended December 31, 2021

Our operating activities used $472.2 million of cash largely due to the growth of our new Originations production with net cash paid on loans held for sale of $623.0 million, partially offset by the $28.9 million of net collections of servicing advances, mostly P&I advances.

Our investing activities used $1.0 billion of cash. The primary uses of cash in our investing activities include $831.2 million to purchase MSRs, mostly through bulk acquisitions, net cash outflows in connection with our HECM reverse mortgages of $135.1 million, and $27.9 million of capital contributions to our equity method investee MAV Canopy.

Our financing activities provided $1.4 billion of cash. Cash inflows include $647.9 million of proceeds from the issuance of the PMC Senior Secured Notes and the OFC Senior Secured Notes, warrants and common stock to Oaktree and $1.7 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, largely offset by repayments on the related financing liability of $1.6 billion, $247.0 million of proceeds from sale of MSRs accounted for as a financing in connection with sales of MSRs to MAV, and a $1.1 billion net increase in borrowings under our mortgage warehouse and MSR financing facilities. Cash outflows include $319.2 million to repay our 6.375% senior unsecured notes and 8.375% senior secured notes, $188.7 million repayment of the SSTL, $69.0 million of net repayments on advance match funded liabilities, and $91.2 million of net payments on the financing liabilities related to MSRs transferred.

Cash flows for the year ended December 31, 2020

Our operating activities provided $261.0 million of cash largely due to $213.3 million of net collections of servicing advances, mostly P&I advances, partially offset by net cash paid on loans held for sale during the year of $121.5 million.

Our investing activities used $527.9 million of cash. The primary uses of cash in our investing activities include net cash outflows in connection with our HECM reverse mortgages of $258.9 million and $273.2 million to purchase MSRs.

Our financing activities provided $131.8 million of cash. Cash inflows include $1.2 billion received in connection with our reverse mortgage securitizations, which are accounted for as secured financings, less repayments on the related financing liability of $935.8 million. In addition, we increased borrowings under our mortgage loan warehouse facilities and MSR financing facilities by $119.5 million and $66.9 million, respectively. Cash outflows include repayments of $141.1 million on the SSTL, $97.8 million of net repayments on advance match funded liabilities, and $101.8 million of net payments on the

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financing liabilities related to MSRs transferred. In addition, we also paid $7.7 million of debt issuance costs related to our SSTL facility amendment and repurchased shares of our common stock for $4.6 million.

RISK MANAGEMENT

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established policies and procedures intended to identify, assess, monitor and manage the types of risk to which we are subject, including strategic, market, credit, liquidity and operational risks.

Our Chief Risk and Compliance Officer is responsible for the design, implementation and oversight of our global risk management and compliance programs. Risks unique to our businesses are governed through various management processes and governance committees to oversee risk and related control activities across our company and provide a framework for potential issues to be identified, assessed and remediated under the direction of senior executives from our business, finance, risk, compliance, internal audit and law departments, as applicable. Information is aggregated and reports on risk matters are made to the Board of Directors, its Risk and Compliance Committee or its other committees, as applicable, to enable the Board of Directors and its committees to fulfill their governance and oversight responsibilities.

Strategic Risk

We are exposed to risk with respect to the strategic initiatives we need to undertake in order to return to sustainable growth and profitability. Strategic risk represents the risk to shareholder or enterprise value, current or future earnings, capital and liquidity from adverse business decisions and/or improper implementation of business strategies. Management is responsible for developing and implementing business strategies that leverage our core competencies and are appropriately structured, resourced and executed. Oversight for our strategic actions is provided by the Board of Directors. Our performance, relative to our business plans and our longer-term strategic plans, is reviewed by management and the Board of Directors.

To achieve our near-term financial objectives, we believe we need to execute on the key business initiatives discussed above under “Overview”. Our ability to achieve our objectives is highly dependent on the success of our business relationships with our critical counterparties like the GSEs, FHFA, Ginnie Mae, our lenders, regulators, significant customers and our ability to attract new customers, all of which are impacted by our capability to adequately address the competitive challenges we face. There can be no assurance that we will be successful in executing on these initiatives. Further, there can be no assurance that even if we execute on these initiatives we will be able to return to profitability. In addition to successful operational execution of our key initiatives, our success will also depend on market conditions and other factors outside of our control. If we continue to experience losses, our share price, business, reputation, financial condition, liquidity and results of operations could be materially and adversely affected.

Market Risk

See Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Liquidity Risk

We are exposed to liquidity risk through our ongoing needs to: originate, purchase, repurchase and finance mortgage loans; sell mortgage loans into secondary markets; retain, acquire and finance MSRs, make and finance advances; fund and sell additional future draws by borrowers under variable rate HECM loans; meet our HMBS issuer obligations with respect to MCA repurchases; repay maturing debt; meet our contractual obligations; and otherwise fund our operations. Liquidity is an essential component of our ability to operate and grow our business; therefore, it is crucial that we maintain adequate levels of excess liquidity to fund our businesses during normal economic cycles and events of market stress.

We estimate how our liquidity needs may be impacted by a number of factors, including fluctuations in asset and liability levels due to our business strategy, asset valuations, changes in cash flows from operations, levels of interest rates, debt service requirements including contractual amortization and maturities, and unanticipated events, including legal and regulatory expenses. We also assess market conditions and capacity for debt issuance in the various markets that we access to fund our business needs. We have established internal processes to anticipate future cash needs and continuously monitor the availability of funds pursuant to our existing debt arrangements. We monitor MSR asset valuations and communicate closely with our lenders for this asset class to ensure adequate liquidity is maintained for mark-to-market valuation changes within MSR financing facilities. We manage this risk in multiple ways, including but not limited to engaging in MSR hedging activities, and maintaining liquidity earmarks at levels to support potential changes in MSR fair values.

We regularly evaluate capital structure options that we believe will most effectively provide the necessary capacity to support our investment objectives, address upcoming debt maturities and contractual amortization, and accommodate our business needs. Our objective is to maximize the total investment capacity through diversification of our funding sources while optimizing cost, advance rates and terms. Historical losses have significantly eroded our stockholders’ equity and weakened our

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financial condition. To the extent we are not successful in achieving our near-term objective of returning to sustainable profitability, funding continuing losses will limit opportunities to grow our business.

In general, we finance our business operations through a variety of activities - cash on hand, operating cash flow, term borrowings and both committed and non-committed asset-based lending facilities for our significant MSR, mortgage warehouse and servicing advance activities. We address liquidity risk by actively managing our sources and uses of funds and maintaining contingency funding capacities, including but not limited to undrawn excess borrowing capacity on credit lines beyond our expected needs and by extending the tenor of our financing arrangements from time to time. Management closely monitors growth, and can adjust originations pricing quickly to manage its liquidity profile as needed. We have typically “upsized” existing warehouse or advance facilities or entered into new secured facilities in anticipation of our liquidity needs.

Operational Risk

Operational risk is inherent in each of our business lines and related support activities. This risk can manifest itself in various ways, including process execution errors, clerical or technological failures or errors, business interruptions and frauds, all of which could cause us to incur losses. Operational risk includes the following key risks:

•legal risk, as we can have legal disputes with borrowers or counterparties;

•compliance risk, as we are subject to many federal and state rules and regulations;

•third-party risk, as we have many processes that have been outsourced to third parties;

•information technology risk, as we operate many information systems that depend on proper functioning of hardware and software;

•information security risk, as our information systems and associates handle personal financial data of borrowers.

The Board of Directors provides direction to senior executives by setting our organization’s risk appetite, and delegates to our Chief Executive Officer and senior executives the primary ownership and responsibility for operational risk management and control. Senior executives in our risk department oversee the establishment of policies and control frameworks that are designed, executed and administered to provide a sound and well-controlled operational environment in accordance with our risk appetite framework. We mandate training for our employees in respect to these policies, require business line change management control oversight, and we conduct targeted control assessment/reviews on a regular basis. Risk issues identified are tracked in our Governance, Risk and Compliance (GRC) system, Process Unity. Remediation and assurance testing are also tracked in our GRC system. We also have several channels for employees to report operational and/or technological issues affecting their operations to management, the operational risk or compliance teams or the Board.

We seek to embed a culture of compliance and business line responsibility for managing operational and compliance risks in our enterprise-wide approach toward risk management. Ocwen has adopted a “Three Lines of Defense” model to enable risks and controls to be properly managed on an on-going basis. The model delineates business line management's accountabilities and responsibilities over risk management and the control environment and includes mechanisms to assess the effectiveness of executing these responsibilities.

The first line of defense consists of business line management, dedicated control directors and quality assurance personnel who are accountable and responsible for their day-to-day activities, processes and controls. The first line of defense is responsible for ensuring that key risks within their activities and operations are identified, assessed, mitigated and monitored by an appropriate control environment that is commensurate with the operations risk profile.

The second line of defense is independent from the business and comprises a Risk Management function (including Third-Party Risk and Information Security) and a Compliance function, which are responsible for:

•providing assurance, oversight, and credible challenge over the effectiveness of the risk and control activities conducted by the first line;

•establishing frameworks to identify and measure the risks being taken by different parts of the business;

•monitoring risk levels, through key indicators and oversight/assurance and testing programs; and

•provide periodic reporting to Senior Management and the Board of Directors for transparency.

The third line of defense, Internal Audit, provides independent assurance as to the effectiveness of the design, implementation and embedding of the risk management frameworks, as well as the management of the risks and controls by the first line and control oversight by the second line. The Internal Audit function provides periodic reporting on its activities to Senior Management and the Board of Directors for transparency.

All business units and overhead functions are subject to unrestricted audits by our internal audit department. Internal audit is granted unrestricted access to our records, physical properties, systems, management and employees in order to perform these audits. The internal audit department reports to the Audit Committee of the Board and assists the Audit Committee in fulfilling its governance and oversight responsibility.

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Compliance risk is managed through an enterprise-wide compliance risk management program designed to monitor, detect and deter compliance issues. Our compliance and risk management policies assign primary responsibility and accountability for the management of compliance risk in the lines of business to business line management.

Information Security Risk oversight is performed by our Chief Information Security Officer. Ocwen’s information security plans are developed to meet or exceed Federal Financial Institutions Examination Council standards.

Credit Risk

Consumer Credit Risk

The typical obligor credit-related risks inherent in maintaining a mortgage loan portfolio as an investment tend to impact us less than a typical long-term investor because we generally sell the mortgage loans that we originate in the secondary market shortly after origination through GSE and Ginnie Mae guaranteed securitizations and whole loan transactions. We are exposed to early payment defaults from the time that we originate a loan to the time that the loan is sold in the secondary market or shortly thereafter. Early payment defaults are monitored and loans are audited by our quality assurance teams for origination defects. Our exposure to early payment defaults remains very limited and we do not anticipate material losses from this exposure.

Servicing costs are generally higher on higher credit risk loans. In addition, higher credit risk loans are generally affected to a greater extent by an economic downturn or a deterioration of the housing market. An increase in delinquencies and foreclosure rates generally results in increased advances for delinquent principal and interest, taxes and insurance, foreclosure costs and the upkeep of vacant property in foreclosure. Interest expense on advances and higher operating expenses decrease the value of our servicing portfolio. We track the credit risk profile of our servicing portfolio, including the recoverability of advances, with a view to ensuring that changes in portfolio credit risk are identified on a timely basis.

We have loan repurchase and indemnification obligations arising from potential breaches of the representation and warranty provisions in connection with loans we sell in the secondary market. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and we may bear any subsequent loss on the mortgage loan.

We endeavor to minimize our losses from loan repurchases and indemnifications by focusing on originating fully compliant mortgage loans and closely monitoring investor and agency eligibility requirements for loan sales. Our quality assurance teams perform independent testing related to the processing and underwriting of mortgage loans to investor guidelines prior to closing, as well as after the closing but before the sale of loans, to identify potential repurchase exposures due to breach of representations and warranties. In addition, we perform a comprehensive review of the loan files where we receive investor requests for repurchase and indemnification to establish the validity of the claims and determine our obligation. In limited circumstances, we may retain the full risk of loss on loans sold to the extent that the liquidation value of the asset collateralizing the loan is insufficient to cover the loan itself and associated servicing expenses. In instances where we have purchased loans from third parties, we usually have the ability to recover the loss from the third-party originator.

Counterparty Credit Risk

Counterparty credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. We regularly evaluate the financial position and creditworthiness of our counterparties and disperse risk among multiple counterparties to the extent possible. We manage derivative counterparty credit risk by entering into financial instrument transactions through national exchanges, primary dealers or approved counterparties and using mutual margining agreements whenever possible to limit potential exposure.

NRZ is contractually obligated, pursuant to our agreements with them related to the Rights to MSRs, to make all advances required in connection with the loans underlying such MSRs. If NRZ’s advance financing facilities do not perform as envisaged or should NRZ otherwise be unable to meets its advance financing obligations, we would be required to meet our advance financing obligations with respect to the loans underlying these Rights to MSRs, which could materially and adversely affect our liquidity, financial condition and servicing operations. Due to its concentration in our portfolio, we monitor NRZ’s payment performance, liquidity and capital on a regular basis.

Counterparty credit risk exists with our third-party originators, including our correspondent lenders, from whom we purchase originated mortgage loans. The third-party originators make certain representations and warranties to us when we acquire the mortgage loan from them, and they agree to reimburse us for losses incurred due to an origination defect. We become exposed to losses for origination defects if the third-party originator is not able to reimburse us for losses incurred for indemnification or repurchase. We mitigate this risk by monitoring purchase levels from our third-party originators (to reduce concentration risk), by performing regular quality control reviews of the third-party originators’ underwriting standards and by regular reviews of the creditworthiness of third-party originators.

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Concentration Risk

Our Servicing segment has exposure to concentration risk and client retention risk. As of December 31, 2021, our servicing portfolio included significant client relationships with NRZ which represented 21% and 31% of our servicing portfolio UPB and loan count, respectively. The NRZ servicing portfolio accounts for approximately 66% of all delinquent loans that Ocwen services. During 2021, NRZ-related servicing fees retained by Ocwen represented approximately 19% of the total servicing and subservicing fees earned by Ocwen, net of servicing fees remitted to NRZ (excluding ancillary income). The current terms of our agreements with NRZ extend through July 2022 (legacy Ocwen agreements).

On February 20, 2020, we received a notice of termination from NRZ with respect to the PMC servicing agreement. This termination was for convenience and not for cause, and provided for loan deboarding fees to be paid by NRZ. As the sale accounting criteria were met upon the notice of termination, the MSRs and the Rights to MSRs were derecognized from our balance sheet on February 20, 2020 without any gain or loss on derecognition. We serviced these loans until deboarding in October 2020 representing $34.2 billion of UPB, and accounted for them as a subservicing relationship. Accordingly, we recognized subservicing fees associated with the subservicing agreement subsequent to February 20, 2020 and have not reported any servicing fees collected on behalf of, and remitted to NRZ, any change in fair value, runoff and settlement in financing liability thereafter. On September 1, 2020, 133,718 loans representing $18.2 billion of UPB were deboarded and the remaining 136,500 loans representing $16.0 billion of UPB were deboarded on October 1, 2020.

Currently, subject to proper notice (generally180 days) and the payment of termination fees, NRZ has rights to terminate the legacy Ocwen agreements for convenience. Following the initial term ending July 2022, NRZ may extend the term of the Subservicing Agreements and Servicing Addendum for additional three-month periods by providing proper notice.

In the ordinary course, we regularly share information with NRZ and discuss various aspects of our relationship. At times, we discuss modifications to our relationship that we believe could be to our mutual benefit as our respective businesses evolve over time. We also discuss alternatives to the outcomes contemplated under our agreements when they were originally executed as facts and circumstances change over time. Examples of these discussions include our discussions with respect to the Rights to MSRs. As part of these discussions, we discussed several potential changes to existing contracts. It is possible that NRZ could exercise its rights to terminate for convenience or not renew some or all of the legacy Ocwen servicing agreements.

Given the NRZ concentration in our servicing segment, senior management has been monitoring two main risks associated with our NRZ relationship, in addition to its strategic component. First, management has been monitoring the profitability of the NRZ servicing agreements. As performing loans in the NRZ servicing portfolio have run-off, delinquencies have remained high, resulting in a relatively elevated average cost per loan. Because the NRZ portfolio contains a high percentage of delinquent accounts, it has an inherently high level of potential operational and compliance risk and requires a disproportionately high level of operating staff, oversight support infrastructure and overhead which drives the elevated average cost per loan. We actively pursue cost re-engineering initiatives to continue to reduce our cost-to-service and our corporate overhead, as well as pursue actions to grow our non-NRZ servicing portfolio.

Second, because NRZ has rights to terminate for convenience subject to certain conditions, senior management has been monitoring our risks associated with a potential early termination or non-renewal of some or all of the Ocwen legacy agreements with NRZ. Management developed stress scenarios to assess the operational and financial impact of such termination scenarios, and the necessary mitigating actions. Management’s responses to the different scenarios are all based on the appropriate right-sizing or restructuring of our operations and include, but are not limited to the adequate reduction of direct servicing resources, the closure of certain facilities in different locations to rationalize property utilization, the appropriate planning of loan deboarding, and the potential reduction in corporate support functions without impairing our ability to effectively operate in a controlled environment.

It is possible that the unwinding of all or a significant portion of our relationship with NRZ may not occur in an orderly or timely manner, which could be disruptive and could result in us incurring additional costs or even in disagreements with NRZ relating to our respective rights and obligations. Furthermore, if NRZ were to take actions to limit or terminate our relationship, that could impact perceptions of other servicing clients, lenders, GSEs or others, which could cause them to take actions that materially and adversely impact our business, liquidity, results of operations and financial condition.

Market conditions, including interest rates and future economic projections, could impact investor demand to hold MSRs, which may result in our loss of additional subservicing relationships, or significantly decrease the number of loans under such relationships.

The mortgaged properties securing the residential loans that we service are geographically dispersed throughout all 50 states, the District of Columbia and two U.S. territories. The five largest concentrations of properties are located in California, Texas, Florida, New York and New Jersey, comprising 42% of the number of loans serviced at December 31, 2021. California has the largest concentration with 16% of the total loans serviced.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events based on information available at the date of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. If actual results differ from our judgments and assumptions, then it may have an adverse impact on the results of operations and cash flows. We have processes in place to monitor these judgments and assumptions, and management is required to review critical accounting policies and estimates with the Audit Committee of the Board of Directors. The following is a summary of certain accounting policies and estimates involving significant judgments. Our significant accounting policies and critical accounting estimates are described in Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements.

Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain instruments in our statement of operations and to determine fair value disclosures. Refer to Note 3 — Fair Value to the Consolidated Financial Statements for the fair value hierarchy, descriptions of valuation methodologies used to measure significant assets and liabilities at fair value and details of the valuation models, key inputs to those models, significant assumptions utilized, and sensitivity analyses. We follow the fair value hierarchy to prioritize the inputs utilized to measure fair value and classify instruments as Level 3 when the valuation technique requires significant unobservable inputs or assumptions. We review and modify, as necessary, our fair value hierarchy classifications on a quarterly basis. The determination of the fair value of these Level 3 financial assets and liabilities and MSRs requires significant management judgment and estimation. See the Market Risk sections of Item 7A.Quantitative and Qualitative Disclosures About Market Risk for a sensitivity analysis reflecting the estimated change in the fair value of our MSRs, HECM loans held for investment and loans held for sale carried at fair value as well as any related derivatives at December 31, 2021, given hypothetical instantaneous parallel shifts in the yield curve. The following table summarizes assets and liabilities measured at fair value on a recurring and nonrecurring basis and the amounts measured using Level 3 inputs:

December 31,
20212020
Loans held for sale$928.5$387.8
Loans held for investment - Reverse mortgages7,199.86,997.1
MSRs2,250.11,294.8
Other29.835.2
Assets at fair value$10,408.2$8,715.0
As a percentage of total assets86%82%
Assets at fair value using Level 3 inputs$9,707.8$8,376.8
As a percentage of assets at fair value93%96%
HMBS-related borrowings6,885.06,772.7
Pledged MSR liabilities797.1567.0
Other11.014.4
Liabilities at fair value$7,693.1$7,354.1
As a percentage of total liabilities66%72%
Liabilities at fair value using Level 3 inputs$7,688.9$7,349.4
As a percentage of liabilities at fair value100%100%

We have various internal controls in place to ensure the appropriateness of fair value measurements. Significant fair value measures are subject to analysis and management review and approval. Additionally, we utilize a number of operational controls to ensure the results are reasonable, including comparison, or “back testing,” of model results against actual performance and monitoring the market for recent trades, including our own price discovery in connection with potential and completed sales, and other market information that can be used to benchmark inputs or outputs. Considerable judgment is used in forming conclusions about Level 3 inputs such as prepayment speeds and discount rates. Changes to these inputs could have a significant effect on fair value measurements.

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Valuation of Reverse Mortgage Loans Held for Investment

Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae guaranteed securities (or HMBS) that we sell into the secondary market. Loan transfers in these Ginnie Mae securitizations do not qualify for sale accounting and are recorded as secured borrowings. We record both loans held for investment and the corresponding HMBS borrowings at fair value. Our net exposure to reverse mortgages and the HMBS-related borrowings is limited to the residual value we retain, including future draw commitments. Changes in the fair value of the loans held for investment are largely offset by changes in the value of the related secured financing. As of December 31, 2021, we reported $6.98 billion securitized loans held for investment at fair value and $6.89 billion HMBS-related borrowings at fair value, with a residual, net asset value of $94.1 million. In 2021, we recorded a net $2.3 million loss on change in fair value of securitized loans held for investment and HMBS-related borrowings reported in Reverse mortgage revenue, net in our Servicing segment.

The fair value of both reverse mortgage loans held for investment and corresponding HMBS-related borrowings is based primarily on discounted cash flow methodologies. Inputs to the discounted cash flows of these assets include future draws and tail spread gains, conditional prepayment rate (including voluntary and involuntary prepayments) and discount rate. The determination of fair value requires management judgment due to the significant unobservable assumptions, including conditional prepayment rate and discount rate.

We engage third-party valuation experts to support our valuation and provide observations and assumptions related to market activities. We evaluate the reasonableness of our fair value estimate and assumptions using historical experience, or cash flow backtesting, adjusted for prevailing market conditions and benchmarks with third-party expert valuations. We believe that our back-testing and benchmarking procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by class projected for the five-year period beginning December 31, 2021:

December 31,
Significant unobservable assumptions20212020
Life in years
Range1.0 to 8.20.9 to 8.0
Weighted average5.75.9
Conditional prepayment rate (1)
Range11.2 % to 36.6%10.6% to 28.8%
Weighted average16.0%15.4%
Discount rate2.6%1.9%

(1)Includes voluntary and involuntary prepayments.

Valuation of MSRs and Pledged MSR Liabilities

We originate MSRs from our lending activities and acquire MSRs through flow purchase agreements, Agency Cash Window programs, bulk purchases, asset acquisitions or business combinations. We account for MSRs and pledged MSR liabilities at fair value. As of December 31, 2021, we reported a $2.3 billion fair value of MSRs. In 2021, we recognized a $149.5 million fair value gain on the revaluation of our MSRs.

We determine the fair value of MSRs and pledged MSR liabilities primarily using discounted cash flow methodologies. The significant estimated future cash inflows for MSRs include servicing fees, late fees, float earnings and other ancillary fees and cash outflows include the cost of servicing, the cost of financing servicing advances and compensating interest payments. The determination of the fair value of MSRs and pledged MSR liabilities requires management judgment relating to the significant unobservable assumptions that underlie the valuation, including prepayment speed, delinquency rates, cost to service and discount rate. Our judgement is informed by the transactions we observe in the market, by our actual portfolio performance and by the advice and information we obtain from our valuation experts, amongst other factors.

To assist in the determination of fair value, we engage third-party valuation experts who generally utilize: (a) transactions involving instruments with similar collateral and risk profiles, adjusted as necessary based on specific characteristics of the asset or liability being valued; and/or (b) industry-standard modeling, such as a discounted cash flow model and a prepayment model, in arriving at their estimate of fair value. The prices provided by the valuation experts reflect their observations and assumptions related to market activity, incorporating available industry survey results, and including risk premiums and liquidity adjustments. While the models and related assumptions used by the valuation experts are proprietary to them, we

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understand the methodologies and assumptions used to develop the prices based on our ongoing due diligence, which includes regular discussions with the valuation experts, and we perform additional verification and analytical procedures. We evaluate the reasonableness of our third-party experts’ assumptions using historical experience adjusted for prevailing market conditions and benchmarks with third-party expert valuation and market participant surveys. We believe that our procedures provide reasonable assurance that the fair value used in our consolidated financial statements comply with the accounting guidance for fair value measurements and disclosures and reflect the assumptions that a market participant would use.

The following table provides the range and weighted average of significant unobservable assumptions used (expressed as a percentage of UPB) by class projected for the five-year period beginning December 31, 2021:

ConventionalGovernment-InsuredNon-Agency
Prepayment speed
Range6.0% to 12.5%7.2% to 16.5%11.7% to 14.5%
Weighted average9.0%11.5%12.5%
Delinquency
Range0.6% to 1.3%6.0% to 13.7%9.9% to 20.0%
Weighted average0.8%7.7%14.1%
Cost to service (in dollars)
Range$68 to $69$96 to $125$193 to $235
Weighted average$68$106$214
Discount rate8.3%10.1%11.2%

Changes in these assumptions are generally expected to affect our results of operations as follows:

•Increases in prepayment speeds generally reduce the value of our MSRs as the underlying loans prepay faster which causes accelerated MSR portfolio runoff, higher compensating interest payments and lower overall servicing fees, partially offset by a lower overall cost of servicing, increased float earnings on higher float balances and lower interest expense on lower servicing advance balances.

•Increases in delinquencies generally reduce the value of our MSRs as the cost of servicing increases during the delinquency period, and the amounts of servicing advances and related interest expense also increase.

•Increases in the discount rate reduce the value of our MSRs due to the lower overall net present value of the net cash flows.

•Increases in interest rate assumptions will increase interest expense for financing servicing advances although this effect is partially offset because rate increases will also increase the amount of float earnings that we recognize.

Allowance for Losses on Servicing Advances and Receivables

Advances are generally fully reimbursed under the terms of servicing agreements. However, servicing advances may include claimable (with investors) but non-recoverable expenses, for example due to servicer error, such as lack of reasonable documentation as to the type and amount of advances. We record an allowance for losses on servicing advances to the extent we believe that a portion of advances are uncollectible under the provisions of each servicing contract taking into consideration, among other factors, our historical collection rates, probability of default, cure or modification, length of delinquency and the amount of the advance. We continually assess collectability using proprietary cash flow projection models that incorporate a number of different factors, depending on the characteristics of the mortgage loan or pool, including, for example, the probable loan liquidation path, estimated time to a foreclosure sale, estimated costs of foreclosure action, estimated future property tax payments and the estimated value of the underlying property net of estimated carrying costs, commissions and closing costs. At December 31, 2021, the allowance for losses on servicing advances was $7.0 million, which represented 1% of total servicing advances. In 2021, we recorded an $8.1 million provision expense for losses on servicing advances.

We record an allowance for losses on receivables in our Servicing business, including related to defaulted FHA or VA insured loans repurchased from Ginnie Mae guaranteed securitizations. This allowance is based upon continuing assessments of collectability, historical loss experience, current conditions and reasonable and supportable forecasts. At December 31, 2021, the allowance for losses on receivables related to government-insured claims was $41.5 million, which represented 32% of total government-insured claims receivables. In 2021, we recorded a $14.4 million provision expense on receivables related to government-insured claims.

Determining an allowance for losses involves management judgment and assumptions that, given similar information at any given point, may result in a different but reasonable estimate.

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Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We conduct periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, we gave more significant weight to objective evidence, such as our actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or losses.

For the three-year periods ended December 31, 2021 and 2020, the U.S. and USVI filing jurisdictions were in material cumulative loss positions. We recognize that cumulative losses in recent years is an objective form of negative evidence in assessing the need for a valuation allowance and that such negative evidence is difficult to overcome. Other factors considered in these evaluations are estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that may be implemented, if warranted.

As a result of these evaluations, we recognized a full valuation allowance of $175.4 million and $182.7 million on our U.S. deferred tax assets at December 31, 2021 and 2020, respectively, and a full valuation allowance of $0.4 million on our USVI deferred tax assets at both December 31, 2021 and 2020. The U.S. and USVI jurisdictional deferred tax assets are not considered to be more likely than not realizable based on all available positive and negative evidence. We intend to continue maintaining a full valuation allowance on our deferred tax assets in both the U.S. and USVI until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the profitability that we achieve.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

NOL carryforwards may be subject to annual limitations under Internal Revenue Code Section 382 (Section 382) (or comparable provisions of foreign or state law) in the event that certain changes in ownership were to occur. In addition, tax credit carryforwards may be subject to annual limitations under Internal Revenue Code Section 383 (Section 383). We periodically evaluate our NOL and tax credit carryforwards and whether certain changes in ownership have occurred as measured under Section 382 that would limit our ability to utilize a portion of our NOL and tax credit carryforwards. If it is determined that an ownership change(s) has occurred, there may be annual limitations on the use of these NOL and tax credit carryforwards under Sections 382 and 383 (or comparable provisions of foreign or state law).

Ocwen and PHH have both experienced historical ownership changes that have caused the use of certain tax attributes to be limited and have resulted in the write-off of certain of these attributes based on our inability to use them in the carryforward periods defined under the tax laws. Ocwen continues to monitor the ownership in its stock to evaluate whether any additional ownership changes have occurred that would further limit its ability to utilize certain tax attributes. As such, our analysis regarding the amount of tax attributes that may be available to offset taxable income in the future without restrictions imposed by Section 382 may continue to evolve.

Indemnification Obligations

We have exposure to representation, warranty and indemnification obligations because of our lending, sales and securitization activities, our acquisitions to the extent we assume one or more of these obligations, and in connection with our servicing practices. We initially recognize these obligations at fair value. Thereafter, the estimation of the liability considers probable future obligations based on industry data of loans of similar type segregated by year of origination, to the extent applicable, and estimated loss severity based on current loss rates for similar loans, our historical rescission rates and the current pipeline of unresolved demands. Our historical loss severity considers the historical loss experience that we incur upon sale or liquidation of a repurchased loan as well as current market conditions. We monitor the adequacy of the overall liability and make adjustments, as necessary, after consideration of other qualitative factors including ongoing dialogue and experience with our counterparties. As of December 31, 2021, we have recorded a liability for representation and warranty obligations and

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similar indemnification obligations of $49.4 million. In 2021, we recorded a $3.2 million provision expense for indemnification. See Note 26 — Contingencies for additional information.

Litigation

In the ordinary course of business, we are a defendant in, or a party or potential party to, many threatened and pending litigation matters. We monitor our litigation matters, including advice from external legal counsel, and regularly perform assessments of these matters for potential loss accrual and disclosure. We establish liabilities for settlements, judgments on appeal and filed and/or threatened claims for which we believe it is probable that a loss has been or will be incurred and the amount can be reasonably estimated based on current information regarding these matters. Where we determine that a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible loss is not material to our financial position, results of operations or cash flows. Management’s assessment involves the use of estimates, assumptions, and judgments, including progress of the matter, prior experience, available defenses, and the advice of legal counsel and other experts. Accruals are adjusted as more information becomes available or when an event occurs requiring a change. In 2021, we recorded a $9.4 million provision expense for loss contingencies. Our total accrual for probable and estimable legal and regulatory matters, including accrued legal fees, was $44.0 million at December 31, 2021. It is possible that we will incur losses relating to threatened and pending litigation that materially exceed the amount accrued. We cannot currently estimate the amount, if any, of reasonably possible losses above amounts that have been recorded at December 31, 2021.

RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements

For additional information, see Note 1 — Organization, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for additional information.

Our adoption of the standards listed below on January 1, 2021 did not have a material impact on our consolidated financial statements:

•Investments—Equity Securities (ASC Topic 321), Investments—Equity Method and Joint Ventures (ASC Topic 323), and Derivatives and Hedging (ASC Topic 815) (ASU 2020-01)

•Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity's Own Equity—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06)

•Income Taxes: Simplifying the Accounting for Income Taxes (ASU 2019-12)