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PennyMac Mortgage Investment Trust (PMT)

CIK: 0001464423. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1464423. Latest filing source: 0001193125-26-057041.

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

Business

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

Risk Factors

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

Selected Fundamentals

MetricValueUnitFYFiled
Revenue307,461,000USD20252026-02-18
Net income127,872,000USD20252026-02-18
Assets21,346,882,000USD20252026-02-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001464423.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.

Metric2016201720182019202020212022202320242025
Revenue317,940,000351,067,000488,815,000469,351,000420,297,000303,771,000429,020,000334,194,000307,461,000
Net income75,810,000117,749,000152,798,000226,357,00052,373,00056,854,000-73,287,000199,654,000160,984,000127,872,000
Diluted EPS1.081.481.992.420.270.26-1.261.631.370.99
Operating cash flow-621,543,000223,125,000-573,752,000-2,985,074,000671,656,000-2,819,714,0001,784,471,0001,340,173,000-2,702,883,000-7,213,231,000
Dividends paid131,560,000126,135,000115,596,000141,001,000151,580,000183,973,000173,546,000140,617,000139,300,000139,367,000
Share buybacks98,370,00091,198,00010,719,0000.0037,267,00056,855,00087,992,00028,490,0000.000.00
Assets6,357,502,0005,604,933,0007,813,361,00011,771,351,00011,492,011,00013,772,708,00013,921,564,00013,113,887,00014,408,706,00021,346,882,000
Liabilities5,006,388,0004,060,348,0006,247,229,0009,320,436,0009,195,152,00011,405,190,00011,958,749,00011,156,797,00012,470,206,00019,459,551,000
Stockholders' equity1,351,114,0001,544,585,0001,566,132,0002,450,915,0002,296,859,0002,367,518,0001,962,815,0001,957,090,0001,938,500,0001,887,331,000

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.

Metric2016201720182019202020212022202320242025
Net margin37.03%43.52%46.31%11.16%13.53%-24.13%46.54%48.17%41.59%
Return on equity5.61%7.62%9.76%9.24%2.28%2.40%-3.73%10.20%8.30%6.78%
Return on assets1.19%2.10%1.96%1.92%0.46%0.41%-0.53%1.52%1.12%0.60%
Liabilities / equity3.712.633.993.804.004.826.095.706.4310.31

Industry Peer Context

Each number-line places PMT 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

PMT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.PMT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.148 SIC peersMin -122.2%Median 16.6%Max 97.9%PMT 41.6%

ROE peer context

PMT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.PMT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.151 SIC peersMin -49.4%Median 5.7%Max 103.0%PMT 6.8%

ROA peer context

PMT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.PMT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.155 SIC peersMin -34.4%Median 1.5%Max 42.5%PMT 0.6%

Financial Charts

PMT revenue, last 5 periods. Source: SEC companyfacts FY2025.PMT revenue, last 5 periods. Source: SEC companyfacts FY2025.PMT RevenueLatest point: FY2025 = $307.5MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: RevenuesNetOfInterestExpense. Source concepts: us-gaap:RevenuesNetOfInterestExpense.

PMT net income, last 5 periods. Source: SEC companyfacts FY2025.PMT net income, last 5 periods. Source: SEC companyfacts FY2025.PMT Net incomeLatest point: FY2025 = $127.9MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

PMT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.PMT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.PMT Diluted EPSLatest point: FY2025 = $0.99/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$1.50/share$0.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

PMT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.PMT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.PMT Operating cash flowLatest point: FY2025 = -$7.2BSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$8.0B$0.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

PMT dividends paid, last 5 periods. Source: SEC companyfacts FY2025.PMT dividends paid, last 5 periods. Source: SEC companyfacts FY2025.PMT Dividends paidLatest point: FY2025 = $139.4MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

PMT share buybacks, last 5 periods. Source: SEC companyfacts FY2025.PMT share buybacks, last 5 periods. Source: SEC companyfacts FY2025.PMT Share buybacksLatest point: FY2025 = $0.0BSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

PMT assets, last 5 periods. Source: SEC companyfacts FY2025.PMT assets, last 5 periods. Source: SEC companyfacts FY2025.PMT AssetsLatest point: FY2025 = $21.3BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: Assets. Source concepts: us-gaap:Assets.

PMT liabilities, last 5 periods. Source: SEC companyfacts FY2025.PMT liabilities, last 5 periods. Source: SEC companyfacts FY2025.PMT LiabilitiesLatest point: FY2025 = $19.5BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

PMT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.PMT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.PMT Stockholders' equityLatest point: FY2025 = $1.9BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057041; filed 2026-02-18. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001464423.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-Q22022-06-30-0.88reported discrete quarter
2022-Q32022-09-300.01reported discrete quarter
2023-Q12023-03-310.50reported discrete quarter
2023-Q22023-06-3090,452,00024,624,0000.16reported discrete quarter
2023-Q32023-09-30163,429,00061,422,0000.51reported discrete quarter
2023-Q42023-12-3184,773,00052,911,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3174,205,00047,608,0000.39reported discrete quarter
2024-Q22024-06-3071,198,00025,434,0000.17reported discrete quarter
2024-Q32024-09-3080,864,00041,407,0000.36reported discrete quarter
2024-Q42024-12-31107,927,00046,535,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3144,465,0009,680,000-0.01reported discrete quarter
2025-Q22025-06-3070,201,0007,534,000-0.04reported discrete quarter
2025-Q32025-09-3099,232,00058,296,0000.55reported discrete quarter
2025-Q42025-12-3193,563,00052,362,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3182,134,00024,616,0000.16reported discrete quarter

Quarterly Charts

PMT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT Quarterly RevenueLatest point: 2026-Q1 = $82.1MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$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 0001193125-26-206572; filed 2026-05-05. Concept: RevenuesNetOfInterestExpense. Source concepts: us-gaap:RevenuesNetOfInterestExpense.

PMT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT Quarterly Net incomeLatest point: 2026-Q1 = $24.6MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$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 0001193125-26-206572; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

PMT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.PMT Quarterly Diluted EPSLatest point: 2026-Q1 = $0.16/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$1.00/share$0.00/share$1.00/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 0001193125-26-206572; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-206572.

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

The following discussion and analysis of financial condition and results of operations should be read with the consolidated financial statements and the related notes of PennyMac Mortgage Investment Trust (“PMT”) included within this Quarterly Report on Form 10-Q (this “Report”).

Statements contained in this Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors,” as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Report and our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this Report are made as of the date hereof and we assume no obligation to update or supplement any forward-looking statements.

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. Unless the context indicates otherwise, references in this Report to the words “we,” “us,” “our” and the “Company” refer to PMT and its consolidated subsidiaries.

Our Company

We are a specialty finance company that invests in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. A significant portion of our investment portfolio is comprised of mortgage-related assets that we have created through our aggregation and securitization activities, including mortgage servicing rights (“MSRs”), senior and subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which absorb credit losses on certain of the loans we have sold. We also invest in Agency and senior non-Agency MBS, subordinate and credit-linked MBS, interest-only ("IO") and principal-only ("PO") stripped MBS, and Agency floating rate collateralized mortgage obligations ("CMOs").

We are externally managed by Pennymac Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loan acquisitions related to our acquisitions of correspondent loans for our aggregation and securitization activities are facilitated by PennyMac Loan Services, LLC (“PLS”) which also performs servicing activities for our loans and MSRs. PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company separately listed on the New York Stock Exchange.

A significant portion of our operations involves Government-Sponsored Enterprises ("GSEs"), specifically the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Association ("Fannie Mae"). Freddie Mac and Fannie Mae are each referred to as an “Agency” and, collectively as the "Agencies".

We operate our business in three segments: credit sensitive strategies, interest rate sensitive strategies and aggregation and securitization (formerly referred to as correspondent production). Non-segment activities are included in our corporate operations.

Our segment and corporate activities are described below.


The credit sensitive strategies segment represents our investments in CRT arrangements referencing loans from our aggregation and securitization activities, subordinate and credit-linked MBS.


The interest rate sensitive strategies segment represents our investments in MSRs, Agency pass through MBS and structured products (including IO and PO MBS and floating rate CMOs), senior non-Agency MBS and the related interest rate hedging activities.


The aggregation and securitization segment represents our operations in purchasing, pooling and reselling newly originated prime credit quality loans either directly or in the form of MBS, using the services of PCM and PLS.

We sell the loans we acquire through our aggregation and securitization activities primarily to the Agencies and also sell loans to other non-affiliate entities. We also securitize certain of our loans directly and retain interests, such as senior and subordinate MBS, from these securitizations.


Our corporate operations include management fees, compensation, professional services, and other amounts attributable to the Company’s corporate operations and certain interest income and expense.

53

Our Investment Activities

Credit Sensitive Investments

CRT Arrangements

We have previously entered into loan sales arrangements with Fannie Mae pursuant to which we accepted credit risk relating to the loans sold in exchange for a portion of the interest earned on such loans. These arrangements absorb scheduled or realized credit losses on those loans and comprise the Company’s investments in CRT arrangements.

We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an IO security payable) totaling approximately $1.0 billion at March 31, 2026.

Subordinate Mortgage-Backed Securities

Subordinate MBS provide us with a higher yield than senior MBS. However, we incur credit risk since subordinate MBS are the first securities to absorb credit losses relating to the underlying loans. We purchased $4.0 million of MBS backed by residential transition loans during the quarter ended March 31, 2026. We sold our holdings of the credit-linked securities that we account for as MBS that we purchased from nonaffiliates during the year ended 2025.

As the result of the Company’s consolidation of the variable interest entities ("VIEs") that issued certain of our holdings of subordinate MBS as described in Note 6 – Variable Interest Entities – Subordinate and Senior Non-Agency Mortgage-Backed Securities to the consolidated financial statements included in this Report, we reflect our investments in those securities as loans held for investment and reflect the related securities that we sell to nonaffiliates as asset-backed financings. We invested approximately $189.2 million in such non-Agency subordinate MBS during the quarter ended March 31, 2026 and we held approximately $844.1 million of such securities at March 31, 2026.

Interest Rate Sensitive Investments

Mortgage servicing rights

During the quarter ended March 31, 2026, we received approximately $40.3 million of MSRs as proceeds from sales of loans held for sale. At March 31, 2026, we held MSRs at fair value of approximately $3.6 billion.

Agency, non-Agency and structured MBS

Our investment portfolio includes REIT-eligible Agency MBS and structured products (IO and PO stripped MBS and floating rate CMOs) and senior non-Agency MBS. During the quarter ended March 31, 2026, we sold approximately $477.4 million of our fixed-rate pass-through Agency MBS. At March 31, 2026, the total fair value of these investments was approximately $3.8 billion.

During the quarter ended March 31, 2026, we invested approximately $12.1 million in senior non-Agency MBS from our securitizations of loans secured by investment properties. We account for these investments as loans and reflect the securities we sold to nonaffiliates as asset-backed financings as described above. At March 31, 2026, we held senior non-Agency securities totaling approximately $93.6 million from our securitizations of loans secured by investment properties.

Aggregation and Securitization

Our aggregation and securitization activities involve the acquisition and sale of newly originated prime credit quality residential loans. We acquire loans on a flow basis from correspondent loan sellers facilitated by PLS, as well as through direct bulk purchases of loans from PLS or other nonaffiliate parties. Mortgage aggregation and securitization serves as the source of our investments in MSRs, non-Agency securitizations and, previously, CRT arrangements. Our sales of loans from our aggregation and securitization and investment activities are summarized below:

Quarter ended March 31,
20262025
(in thousands)
Sales of loans held for sale:
To nonaffiliates$2,217,203$2,613,958
To PennyMac Financial Services, Inc.20,437,666
$2,217,203$23,051,624
Net gains on loans held for sale$22,910$12,344
Investments resulting from aggregation and securitization:
Retention of interests in securitizations of loans, net of associated asset-backed financings (1)$201,301$94,021
Receipt of MSRs as proceeds from sales of loans40,28147,009
Total investments resulting from aggregation and securitization activities$241,582$141,030

54

(1)
The trusts issuing these securities are consolidated on our consolidated balance sheets. Therefore, our investments in these securities are shown as their underlying assets, Loans held for investment at fair value, with the securities held by nonaffiliates being shown as Asset-backed financings of variable interest entities at fair value.

Beginning in July 2025, PLS became the initial purchaser of loans from correspondent sellers and began transferring agreed-upon volumes of such loans to us. Accordingly, we no longer purchase government loans, and we have the right to purchase up to 100% of PLS's non-government delegated correspondent production. During the quarter ended March 31, 2026, we purchased newly originated prime credit quality residential loans with fair values totaling $4.8 billion as compared to $24.0 billion for the quarter ended March 31, 2025, from our aggregation and securitization business.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year we lose our REIT qualification.

A portion of our activities, including our aggregation and securitization business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we make a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be

[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: 2026-02-18. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a specialty finance company that invests in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. A significant portion of our investment portfolio is comprised of mortgage-related assets that we have created through our correspondent production activities, including mortgage servicing rights (“MSRs”), senior and subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which absorb credit losses on certain of the loans we have sold. We also invest in Agency and senior non-Agency MBS, subordinate and credit-linked MBS, interest-only ("IO") and principal-only ("PO") stripped MBS and Agency floating rate collateralized mortgage obligations ("CMOs").

We are externally managed by Pennymac Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our correspondent production loan acquisitions are facilitated by PennyMac Loan Services, LLC (“PLS”) which also performs servicing activities for our loans and MSRs. PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company separately listed on the New York Stock Exchange.

A significant portion of our operations involves Government-Sponsored Enterprises ("GSEs"), specifically the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Association ("Fannie Mae"). Freddie Mac and Fannie Mae are each referred to as an “Agency” and, collectively as the "Agencies".

We operate our business in three segments: credit sensitive strategies, interest rate sensitive strategies and correspondent production. Non-segment activities are included in our corporate operations.

Our segment and corporate activities are described below.


The credit sensitive strategies segment represents our investments in CRT arrangements referencing loans from our own correspondent production and subordinate and credit-linked MBS.


The interest rate sensitive strategies segment represents our investments in MSRs, Agency pass through MBS and structured products (including IO and PO MBS and floating rate CMOs), senior non-Agency MBS and the related interest rate hedging activities.


The correspondent production segment represents our operations aimed at serving as an intermediary between lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality loans either directly or in the form of MBS, using the services of PCM and PLS.

We primarily sell the loans we acquire through our correspondent production activities to the Agencies and also sell loans to other non-affiliate entities. We also securitize certain of our loans directly and may retain interests, such as senior and subordinate MBS, from these securitizations.


Our corporate operations include management fees, compensation, professional services, and other amounts attributable to the Company’s corporate operations and certain interest income and expense.

Our Investment Activities

Credit Sensitive Investments

CRT Arrangements.

We have previously entered into loan sales arrangements with Fannie Mae pursuant to which we accepted credit risk relating to the loans sold in exchange for a portion of the interest earned on such loans. These arrangements absorb scheduled or realized credit losses on those loans and comprise the Company’s investments in CRT arrangements.

We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an IO security payable) totaling approximately $1.0 billion at December 31, 2025.

Subordinate and credit-linked Mortgage-Backed Securities

Subordinate and credit-linked MBS provide us with a higher yield than senior MBS. However, we incur credit risk in the subordinate and credit-linked MBS since they are the first securities to absorb credit losses relating to the underlying loans. We sold our holdings of the credit-linked securities that we account for as MBS that we purchased from nonaffiliates during the year ended December 31, 2025.

53

As the result of the Company’s consolidation of the variable interest entities ("VIEs") that issued certain of our holdings of subordinate MBS as described in Note 6 – Variable Interest Entities – Subordinate and Senior Non-Agency Mortgage-Backed Securities to the consolidated financial statements included in this Report, we reflect our investments in those securities as loans held for investment and reflect the related securities that we sell to nonaffiliates as asset-backed financings. We invested approximately $420.2 million in non-Agency subordinate bonds during the year ended December 31, 2025 and held approximately $554.9 million in non-Agency subordinate bonds at December 31, 2025.

Interest Rate Sensitive Investments

Our interest rate sensitive investments include:


Mortgage servicing rights. During the year ended December 31, 2025, we received approximately $190.1 million of MSRs as proceeds from sales of loans held for sale. We held approximately $3.6 billion of MSRs at fair value at December 31, 2025.


REIT-eligible Agency MBS and structured products (IO and PO stripped MBS and floating rate CMOs) and senior non-Agency MBS. During the year ended December 31, 2025, we purchased approximately $66.1 million and $876.4 million of senior non-Agency fixed-rate MBS and Agency floating rate CMOs, respectively, issued by nonaffiliates, and we held Agency fixed-rate pass-through, senior non-Agency, IO and PO stripped MBS and Agency floating rate CMOs with fair values totaling approximately $4.5 billion at December 31, 2025.


During the year ended December 31, 2025, we invested approximately $107.6 million in senior non-Agency bonds from our securitizations of loans secured by investment properties. We account for these investments as loans and reflect the securities we sold to nonaffiliates as asset-backed financings as described above. At December 31, 2025, we held senior non-Agency securities totaling approximately $152.78 million from our securitizations of loans secured by investment properties.

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production has served as the source of our investments in MSRs, non-Agency securitizations and, previously, CRT arrangements. Our sales of loans from correspondent production and resulting investment activity are summarized below:

Year ended December 31,
202520242023
(in thousands)
Sales of loans held for sale:
To nonaffiliates$10,292,463$12,414,391$15,936,124
To PennyMac Financial Services, Inc.52,895,92181,997,77372,441,699
$63,188,384$94,412,164$88,377,823
Net gains on loans held for sale$52,194$73,124$39,857
Investments resulting from correspondent production:
Retention of interests in securitizations of loans, net of associated asset-backed financings (1)$527,752$64,253$
Receipt of MSRs as proceeds from sales of loans190,141219,001292,527
Total investments resulting from correspondent production activities$717,893$283,254$292,527

(1)
The trusts issuing these securities are consolidated on our consolidated balance sheets. Therefore, our investments in these securities are shown as their underlying assets, Loans held for investment at fair value, with the securities held by nonaffiliates being shown as Asset-backed financings of variable interest entities at fair value.

During the year ended December 31, 2025, we purchased newly originated prime credit quality residential loans with fair values totaling $70.8 billion as compared to $96.8 billion and $87.5 billion for the years ended December 31, 2024 and December 31, 2023, respectively, in our correspondent production business. Our loan sales included $52.9 billion, $82.0 billion and $72.4 billion of loans we sold to PLS during the years ended December 31, 2025, 2024 and 2023, respectively. We received a sourcing fee from PLS based on the unpaid principal balance (“UPB”) of each loan that we sold to PLS under such arrangement, and earned interest income on the

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loan for the period we held it before the sale to PLS. During the years ended December 31, 2025, 2024 and 2023, we received sourcing fees totaling $5.2 million, $8.1 million and $7.2 million, respectively.

To the extent that we purchased loans that were insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS previously agreed that PLS would fulfill and purchase such loans, as PLS is a Government National Mortgage Association-approved issuer and we are not. This arrangement enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. We also sold conventional loans that we purchased to PLS subject to our and PLS's mutual agreement. During the year ended December 31, 2025, our sales of loans to PLS also included $27.1 billion and $25.0 billion in UPB of conventional loans in order to optimize our use and allocation of capital. Beginning in July 2025, PLS became the initial purchaser of loans from correspondent sellers and began transferring agreed-upon volumes of such loans to us. Accordingly, we no longer purchase government loans, and we retain the right to purchase up to 100% of PLS's non-government correspondent production.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year that we lose our REIT qualification.

A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we make a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required. The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and income, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair value

Our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether we have elected to carry it at fair value. We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value.

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The fair value level assigned to an asset or liability is identified based on the lowest level of inputs used that are significant to determining the respective asset's or liability’s fair value. These levels are:

December 31, 2025
Percentage of
LevelDescriptionCarrying value of assets measured (1)Total assetsTotal shareholders' equity
(in thousands)
1Prices determined using quoted prices in active markets for identical assets or liabilities.$195,9161%10%
2Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.15,615,39173%827%
3Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. (2)4,770,50922%253%
Total assets measured at or based on fair value (3)$20,581,81696%1,090%
Total assets$21,346,882
Total shareholders’ equity$1,887,331

(1)
Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset or liability and whether we have elected to carry the item at its fair value.

(2)
For purposes of this discussion, includes Deposits securing credit risk transfer arrangements which are carried at amortized cost. These deposits along with the related CRT derivatives and CRT strips are held in the form of securities whose values are the basis for valuation of the CRT derivatives and strips.

(3)
Percentages may not sum to total due to rounding.

At December 31, 2025, $20.6 billion, or 96%, of our total assets were carried at fair value on a recurring basis and $1.4 million, or less than 1% (consisting of real estate acquired in settlement of loans), were carried based on fair value on a non-recurring basis. Of these assets, $4.8 billion, or 22%, of total assets are measured using “Level 3” fair value inputs-significant inputs where there is difficulty observing the inputs used by other market participants to establish fair value. Different approaches to valuing or changes in inputs used to measure these assets can have a significant effect on the amounts reported for these items and their effects on our income.

Changes in inputs to measurement of Level 3 fair value financial statement items have a significant effect on the amounts reported for these items including their reported balances and their effects on our pre-tax income as summarized below:

Change in fair value
Year ended December 31,Loans (1)IO stripped MBSInterest rate lock commitmentsCRT net assets (2)Mortgage servicing rights (3)TotalPre-tax income
(in thousands)
2025$583$(4,633)$29,718$(1,583)$(33,846)$(9,761)$93,818
2024$(461)$2,624$(10,882)$54,606$217,182$263,069$142,648
2023$(191)$(8,572)$15,205$117,779$87,811$212,032$244,395

(1)
Includes loans held for sale and loans at fair value.

(2)
Includes Deposits securing CRT arrangements, CRT derivatives, CRT strips and IO security payable.

(3)
Excluding changes in fair value attributable to realization of cash flows.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in estimating the fair value of these assets and liabilities. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these fair value assets and liabilities, subsequent transactions may be at values significantly different from those reported.

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Because the fair value of “Level 3” fair value assets and liabilities is difficult to estimate, our valuation process is conducted by specialized staff and receives significant management oversight. We have assigned the responsibility for estimating the fair values of our “Level 3” fair value assets and liabilities, except for interest rate lock commitments (“IRLCs”), to specialized staff within PFSI's capital markets group. With respect to those valuations, PFSI’s capital markets valuation staff reports to PFSI’s management valuation subcommittee, which oversees the valuations. PFSI’s management valuation subcommittee includes the Company’s chief financial and investment officers as well as other senior members of PFSI’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by PFSI's capital markets risk management staff and is reviewed by PFSI's capital markets operations group in the exercise of their internal control responsibilities.

Following is a discussion relating to our approach to measuring the assets and liabilities that are most affected by “Level 3” fair value inputs.

Loans

We carry loans at their fair values. We recognize changes in the fair value of loans in current period income as a component of either Net gains on loans held for sale at fair value or Net gains on investments and financings. We estimate fair value of loans based on whether the loans are saleable into active markets with observable pricing:


We categorize loans that are saleable into active markets with observable pricing inputs as “Level 2” fair value assets. Such loans include substantially all of our loans held for sale and our loans held in consolidated VIEs. We estimate the fair value of loans held for sale using their quoted market price or market price equivalent. We estimate the fair values of loans held for investment in VIE using quoted indications of fair value of all of the securities issued by the securitization trusts holding the loans. We held $11.2 billion of such loans at fair value at December 31, 2025.


We categorize loans that are not saleable into active markets with observable pricing inputs as “Level 3” fair value assets. Such loans include our investments in distressed loans, home equity loans held for sale and certain of the loans held for sale which we subsequently repurchased pursuant to representations and warranties or that we identified as non-salable to the Agencies. We estimate the fair value of our “Level 3” fair value loans based on the fair values of the real estate collateralizing individual loans for distressed loans and using a discounted cash flow valuation model for loans held for sale. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities. We held $5.3 million of such loans at fair value at December 31, 2025.

Derivative Assets

Interest Rate Lock Commitments

Our net gains on loans held for sale include our estimates of gains or losses we expect to realize upon the sale of loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains on loans held for sale at fair value before we purchase the loans.

In the course of our correspondent production activities, we make contractual commitments to correspondent sellers to purchase loans at specified terms. We call these commitments IRLCs. We recognize the fair values of IRLCs at the time we make the commitment to the correspondent seller and adjust the fair value of such IRLCs during the time the commitment is outstanding.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to the fair value of Loans held for sale at fair value when the loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and inputs we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimate of the fair value of the MSRs we expect to receive in the sale of the loan and the probability that the loan will be purchased (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a loan will fund and changes in mortgage market interest rates are recognized as IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans held for sale and may be included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results when we include the IRLCs in our MSR hedging activities in the period of the change. The financial effects of changes in the pull-through rates and MSR fair values generally move in different directions. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the principal and interest payment portion of the loans that decrease in fair value.

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A shift in the market for IRLCs or a change in our assessment of an input to the valuation of IRLCs can have an effect on the amount of Net gains on loans held for sale for the period. We believe that the fair value of IRLCs is most sensitive to changes in pull-through rate inputs. We held $2.3 million of net IRLC assets at December 31, 2025. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs at December 31, 2025:

Effect on fair value of a change in pull-through rate
Change in input (1)Effect on fair value
(in thousands)
(20%)$(941)
(10%)$(470)
(5%)$(235)
5%$147
10%$266
20%$451

(1)
Pull-through rate adjustments for individual loans are limited to adjustments that will increase the individual loan’s pull-through rate to 100%.

Credit Risk Transfer Arrangements

We hold CRT arrangements with Fannie Mae, pursuant to which we sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of an interest-only ownership interest in such loans. We carry the strips or derivative assets or liabilities relating to these transactions at fair value and recognize changes in the respective asset's or liability’s fair values in Net gains on investments and financings in the consolidated statements of income.

A shift in the market for CRT arrangements or a change in our assessment of an input to the valuation of CRT arrangements can have a significant effect on the fair value of CRT arrangements and in our income for the period. We believe that the most significant “Level 3” fair value inputs to the valuation of CRT arrangements are the pricing spread (discount rate) and the remaining loss expectation, which is influenced by the changes in the fair value of the properties securing the loans in the reference pool.

We held approximately $1.0 billion of net CRT arrangement assets at December 31, 2025. Following is a summary of the effect on fair value of various changes to the pricing spread and property value shifts (which is used in the determination of estimated remaining credit losses) inputs used to estimate the fair value of our CRT arrangements as of December 31, 2025:

Effect on fair value of a change in pricing spread inputEffect on fair value of a change in property value
Change in inputEffect on fair valueChange in inputEffect on fair value
(in basis points)(in thousands)(in thousands)
(100)$33,617(15%)$(9,422)
(50)$16,579(10%)$(5,706)
(25)$8,234(5%)$(2,596)
25$(8,123)5%$2,215
50$(16,138)10%$4,077
100$(31,847)15%$5,639

Mortgage Servicing Rights

MSRs represent the value of a contract that obligates us to service the loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income. We carry all of our investments in MSRs at fair value and recognize changes in fair value in current period income. Changes in fair value of MSRs are recognized in Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in our consolidated statements of income.

Beginning in the third quarter of 2025, the Company enhanced its discounted cash flow approach to estimate the period-end fair value of its MSRs with the adoption of an Option-Adjusted Spread (“OAS”) discounted cashflow model. The OAS model allows the Company to account for the likelihood of interest rates moving along different paths as economic conditions change in its assessment of the fair value of MSRs as opposed to a single assumed rate path.

We believe the most significant “Level 3” fair value inputs to the valuation of MSRs are the prepayment speed, OAS or pricing spread (the OAS and pricing spread are components of the discount rate) and annual per-loan cost of servicing. A shift in the market for MSRs or a change in our assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our income for the period. We believe the most significant “Level 3” fair value inputs to the valuation of MSRs are the pricing

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spread (a component of the discount rate), prepayment speed and annual per-loan cost of servicing. We held $3.6 billion of MSRs at December 31, 2025.

Following is a summary of the effect on fair value of various changes to these key inputs that we use in making our fair value estimates as of December 31, 2025:

Effect on fair value of a change in input
Change in inputOption-adjusted spreadPrepayment speedServicing cost
(in thousands)
(20%)$126,432$270,324$63,918
(10%)$62,141$130,088$31,959
(5%)$30,808$63,843$15,979
5%$(30,295)$(61,563)$(15,979)
10%$(60,089)$(120,960)$(31,959)
20%$(118,218)$(233,683)$(63,918)

The preceding asset analyses hold constant all of the inputs other than the input that is being changed to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, the preceding analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Critical Accounting Policies Not Tied to Fair Value

Consolidation—Variable Interest Entities

We enter into various types of transactions with special purpose entities (“SPEs”), which are trusts that are established for limited purposes. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer assets on our balance sheet to an SPE, which then issues various forms of interests in those assets to investors. In a securitization transaction, we typically receive cash and/or beneficial interests in the SPE in exchange for the assets we transfer.

SPEs are generally considered VIEs. A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the activities that most significantly impact the economic performance of the VIE. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. Expected residual returns represent the expected positive variability in the fair value of a VIE’s net assets.

When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. The primary beneficiary of a VIE must include the assets and liabilities of the VIE on its consolidated balance sheet. Therefore, our evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our consolidated balance sheet.

We evaluate the securitization trust into which assets are transferred to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For our financial reporting purposes, the underlying assets owned by the securitization VIEs that we presently consolidate are shown under Loans held for investment at fair value, Derivative assets, Mortgage servicing rights, Deposits securing credit risk transfer agreements and Derivative and credit risk transfer strip liabilities on our consolidated balance sheets:


The VIEs that hold loans we have securitized are shown as their constituent assets and liabilities- Loans held for investment at fair value, and the securities issued to third parties by the consolidated VIE are shown as Asset-backed financings of variable interest entities at fair value on our consolidated balance sheets. We include the interest earned on the loans held by the VIEs in Interest income and interest attributable to the asset-backed securities issued by the VIEs in Interest expense in our consolidated statements of income. Changes in the fair value of loans held in the VIEs and the associated asset-backed financings are included in Net gains on investments and financings in our consolidated statements of income.


The VIEs that hold assets relating to our CRT arrangements are shown as their constituent assets and liabilities – the Deposits securing credit risk transfer agreements, Derivative assets and Derivative and credit risk liabilities which represent our IO ownership interest and obligation to absorb credit losses arising from the reference loans, and Interest-only security payable at

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fair value. We include the income we receive from the IO ownership interests and changes in fair value of the Derivative assets, Derivative and credit risk liabilities and Interest-only security payable at fair value in Net gains on investments and financings in our consolidated statements of income.

The assets of the VIEs that hold participation certificates relating to our financing of MSRs are shown as the MSRs underlying the participation certificates, and the liabilities financing the MSRs are shown as Assets sold under agreements to repurchase and Notes payable secured by credit risk transfer and mortgage servicing assets. We include the interest expense incurred in these financings in Interest expense in our consolidated statements of income.

Income Taxes

We have elected to be taxed as a REIT and believe we comply with the provisions of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as we meet the requirements of certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. We provide for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We recognize the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. We establish a valuation allowance if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. We recognize a tax position that meets this standard as the largest amount that in our judgment exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies – Recently Adopted Accounting Pronouncement to our consolidated financial statements for a discussion of recent accounting developments and the effect of these developments on us.

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Non-Cash Investment Income

A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments and recognition of the fair value of assets created and liabilities incurred in loan sales transactions. Because we have elected, or are required by GAAP, to record certain of our financial assets (comprised of MBS, loans held for sale at fair value and loans held for investment at fair value), our derivatives and CRT strips, our MSRs, and our asset-backed financings and IO security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.

The amounts of net non-cash investment income items included in net investment income are as follows:

Year ended December 31,
202520242023
(dollars in thousands)
Net gains on investments and financings:
Mortgage-backed securities$148,344$(80,838)$74,984
Loans held for investment112,83815,51617,439
CRT arrangements1,84556,161128,521
Interest-only security payable(3,428)(1,555)(10,742)
Asset-backed financings(96,439)(7,396)(13,678)
163,160(18,112)196,524
Net gains on loans held for sale (1)209,657309,113248,742
Net loan servicing fees‒MSR valuation adjustments (2)(115,721)353,763(36,504)
$257,096$644,764$408,762
Net investment income$307,461$334,194$429,020
Non-cash items as a percentage of net investment income84%193%95%

(1)
Amount represents MSRs received, liability for representations and warranties incurred in loan sales transactions and changes in fair value of loans, IRLCs and hedging derivatives held at the end of the period.

(2)
Includes fair value changes due to changes in fair value inputs and fair value changes related to MSR derivative hedging instruments held at the end of the year.

We receive or pay cash relating to:


MBS through monthly principal and interest payments from the issuer of such securities or from the sale of the investments;


Loan investments when the loans are paid down, paid off or sold, when payments of principal and interest occur on such loans or when the properties acquired in settlement of loans are sold;


CRT arrangements through a portion of the interest payments collected on loans in the CRT arrangements’ reference pools, interest payments from the investment of the deposits securing the arrangement in short-term investments and the release to us of the deposits securing the arrangements as principal on such loans is repaid;


MSRs in the form of loan servicing fees (including both base servicing and excess servicing spread), ancillary fees and placement fees on the deposits we manage on behalf of the borrowers and investors in the loans we service;


Hedging instruments when we receive or make margin deposits as the fair value of respective instruments change, when the instruments mature or when we effectively cancel the transactions through offsetting trades; and


Our liability for representations and warranties when we repurchase loans or settle loss claims from investors.

Business Trends

Recent macroeconomic and federal government actions related to trade, tariffs, government cost reduction initiatives, inflation, and interest rates have contributed to volatility in financial markets and uncertainty regarding the economic outlook. Elevated interest rates in recent years have constrained growth in the mortgage origination market, which mortgage industry economists currently project will increase from $1.9 trillion in 2025 to $2.3 trillion in 2026.

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The opportunity for refinancing has increased, driven by interest rate volatility and a greater proportion of outstanding mortgages with note rates near current market rates. If such volatility continues, it may lead to higher mortgage production activity and increased prepayment speeds compared to recent years.

The ongoing economic uncertainty and market volatility could result in reduced economic activity and slowing home price growth or depreciation, which may increase mortgage delinquencies or defaults and negatively affect the performance of our credit-sensitive assets, including CRT arrangements and subordinate MBS, as well as increase losses from our representations and warranties.

We have acquired a portion of the conventional loans and all of the jumbo loans produced in the correspondent channel from PFSI in the fourth quarter of 2025. We expect to continue investing in subordinate MBS generated from the non-Agency securitization of Agency eligible non-owner-occupied loans, Agency eligible owner-occupied loans and jumbo loans. This investment activity is also expected to increase our asset-back financing of VIEs.

Results of Operations

The following is a summary of our key performance measures:

Year ended December 31,
202520242023
(dollar amounts in thousands, except per common share amounts)
Net gains on investments and financings$213,113$61,050$178,099
Loan production income (1)64,71988,20958,088
Net loan servicing fees48,932264,540288,608
Net interest expense(19,482)(79,396)(96,061)
Other179(209)286
Net investment income307,461334,194429,020
Expenses213,643191,546184,625
Pretax income93,818142,648244,395
(Benefit from) provision for income taxes(34,054)(18,336)44,741
Net income127,872160,984199,654
Dividends on preferred shares41,81941,81941,819
Net income attributable to common shareholders$86,053$119,165$157,835
Pretax income by segment and corporate:
Credit sensitive strategies$65,203$123,112$230,304
Interest rate sensitive strategies50,45315,58844,593
Correspondent production32,07956,98123,285
Corporate operations(53,917)(53,033)(53,787)
$93,818$142,648$244,395
Annualized return on average common shareholders' equity6.3%8.4%11.1%
Earnings per common share
Basic$0.99$1.37$1.80
Diluted$0.99$1.37$1.63
Dividends per common share$1.60$1.60$1.60
December 31, 2025December 31, 2024
Total assets$21,346,882$14,408,706
Book value per common share$15.25$15.87
Closing price per common share$12.55$12.59

(1)
Include net gains on sales of loans and loan origination fees.

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Our net income decreased by $33.1 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, reflecting the effect of the increased fair value losses from our MSRs and reduced gains on our CRT-related investments, partially offset by increased gains on MBS and loans held for investment.

The decrease in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $65.3 million decrease in net gains on our CRT arrangements as market credit spreads (which represent the interest rate premium demanded by investors for instruments over those that are considered “risk free”) did not tighten as significantly during the year ended December 31, 2025 compared to the year ended December 31, 2024.


Our interest rate sensitive strategies segment recognized a $215.6 million decrease in net servicing fees resulting from increased net MSR valuation losses due to more significant decreases in interest rates during the year ended December 31, 2025 compared to the year ended December 31, 2024. These decreases were partially offset by a $217.4 million increase in valuation gains on MBS as well as a $38.7 million decrease in net interest expense compared to the year ended December 31, 2024.


Our correspondent production segment recognized a $20.9 million decrease in gains on sales of loans during the year ended December 31, 2025, reflecting a reduction in our volume of sales to nonaffiliates and an increasing portion of our loans held for sale that are being aggregated for non-Agency securitizations and are subject to additional spread volatility.

Our net income decreased by $38.7 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, reflecting the fair value performance of our MBS and MSRs and CRT-related investments, partially offset by increased loan production income and benefits from income taxes.

The decrease in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $68.9 million decrease in net gains on our CRT arrangements as market credit spreads tightened less during the year ended December 31, 2024, compared to the year ended December 31, 2023.


Our interest rate sensitive strategies segment recognized a $24.1 million decrease in net servicing fees as well as a $23.9 million decrease in fair value of MBS caused by an increase in market interest rates during the year ended December 31, 2024, offset by a $24.1 million decrease in net interest expense compared to the year ended December 31, 2023.


Our correspondent production segment recognized a $33.3 million increase in gains on sales of loans during the year ended December 31, 2024, reflecting increased gain on sale margins for mortgage loans and a larger reduction of our liability for representations and warranties due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Net Investment Income

Our net investment income is summarized below:

Year ended December 31,
202520242023
(in thousands)
Net gains on investments and financings$213,113$61,050$178,099
Net gains on loans held for sale52,19473,12439,857
Loan origination fees12,52515,08518,231
Net loan servicing fees48,932264,540288,608
Net interest expense(19,482)(79,396)(96,061)
Other179(209)286
$307,461$334,194$429,020

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Net gains on investments and financings

Net gains on investments and financings are summarized below:

Year ended December 31,
202520242023
(in thousands)
Mortgage-backed securities$148,344$(80,838)$74,984
Loans held for investment112,83815,51617,439
CRT arrangements48,370113,670182,555
Asset-backed financings(96,439)(7,396)(13,678)
Hedging derivatives20,098(83,201)
$213,113$61,050$178,099

The increase in net gains on investments for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to gains from our investments in MBS as interest rates decreased, partially offset by reduced gains in our CRT arrangements as credit spreads did not tighten to the same degree during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The decrease in net gains on investments for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to losses from our investments in MBS as interest rates increased and gains in our CRT arrangements decreased as credit spreads did not tighten to the same degree during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Mortgage-Backed Securities

During the year ended December 31, 2025, we recognized net valuation gains of $148.3 million compared to valuation losses of $80.8 million for the year ended December 31, 2024. The 2025 gains were primarily driven by reductions in interest rates as well as improved market conditions and credit spreads, while the $80.8 million losses recognized during the year ended December 31, 2024 reflect increases in interest and mortgage rates during the period.

Loans Held for Investment – Held in VIEs and Asset-backed Financings at Fair Value

Loans held for investment in VIEs and Asset-backed financings of variable interest entities at fair value recorded combined net valuation gains of $16.4 million, $8.1 million and $3.8 million during the years ended December 31, 2025, 2024 and 2023, respectively. The net gain during the year ended December 31, 2025 reflects the gains on the underlying assets exceeding the losses on the asset-backed financing as the result of declining interest rates and improved market conditions and credit spreads, which favorably impacted the fair value of our net investments secured by jumbo loans and investment properties.

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CRT Arrangements

The activity in and balances relating to our CRT arrangements are summarized below:

Year ended December 31,
202520242023
(in thousands)
Net investment income:
Net gains on investments and financings
Credit risk transfer derivatives and strips:
Credit risk transfer derivatives
Realized$10,764$13,491$18,524
Valuation changes3,57213,52938,020
14,33627,02056,544
Credit risk transfer strips
Realized39,18945,57346,252
Valuation changes(1,727)42,63290,501
37,46288,205136,753
Interest-only security payable at fair value — valuation changes(3,428)(1,555)(10,742)
48,370113,670182,555
Interest income — Deposits securing credit risk transfer arrangements44,26959,30462,713
$92,639$172,974$245,268
Net payments made to settle losses on credit risk transfer arrangements$4,466$1,633$3,523
December 31, 2025December 31, 2024
(in thousands)
Carrying value of credit risk transfer arrangements:
Derivative assets - credit risk transfer derivatives$32,659$29,377
Derivative and credit risk transfer liabilities - credit risk transfer strips(5,999)(4,060)
Deposits securing credit risk transfer arrangements1,009,3341,110,708
Interest-only security payable at fair value(37,650)(34,222)
$998,344$1,101,803
Credit risk transfer arrangement assets pledged to secure borrowings:
Derivative assets$32,659$29,377
Deposits securing credit risk transfer arrangements (1)$1,009,334$1,110,708
Unpaid principal balance of loans underlying credit risk transfer arrangements$19,517,530$21,249,304
Collection status (unpaid principal balance):
Delinquency
Current$18,908,261$20,628,148
30-89 days delinquent$413,295$414,605
90-179 days delinquent$110,486$131,191
180 or more days delinquent$57,798$51,343
Foreclosure$27,690$24,017
Bankruptcy$68,426$63,697

(1)
Deposits securing credit risk transfer strip liabilities also secure $6.0 million and $4.1 million in CRT strip liabilities at December 31, 2025 and December 31, 2024, respectively.

The performance of our investments in CRT arrangements during the years ended December 31, 2025 and 2024 reflects market-based assessments of the expected credit performance of the underlying mortgage collateral and overall credit spread tightening during 2025 and 2024.

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Net Gains on Loans held for Sale

Our net gains on loans held for sale are summarized below:

Year ended December 31,
202520242023
(in thousands)
From nonaffiliates:
Cash losses:
Sales of loans$(43,149)$(198,613)$(278,128)
Hedging activities(119,478)(45,445)62,081
(162,627)(244,058)(216,047)
Non-cash gains:
Receipt of MSRs in loan sale transactions190,141219,001292,527
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales(1,070)(1,246)(2,449)
Reduction in liability due to change in estimate2,19320,26915,228
1,12319,02312,779
Changes in fair value of financial instruments held at end of year:
Interest rate lock commitments1,904(7,089)8,010
Loans(12,881)12,837(7,129)
Hedging derivatives29,37065,341(57,445)
18,39371,089(56,564)
209,657309,113248,742
Total from nonaffiliates47,03065,05532,695
From PFSI—cash5,1648,0697,162
$52,194$73,124$39,857
Interest rate lock commitments issued on loans acquired for sale (unpaid principal balance):
To nonaffiliates$14,761,740$15,995,449$17,146,686
To PFSI50,753,29083,669,85573,949,658
$65,515,030$99,665,304$91,096,344
Acquisition of loans for sale (unpaid principal balance):
To nonaffiliates$9,713,869$13,446,484$14,898,301
To PFSI48,947,74881,129,33171,601,391
$58,661,617$94,575,815$86,499,692

The changes in Net gains on loans held for sale at fair value during the year ended December 31, 2025, as compared to the same period in 2024, reflect decreased interest rate lock commitments and increased sensitivity to changes in spreads for loans held for sale being aggregated for non-Agency securitizations. The changes in Net gains on loans held for sale at fair value during the year ended December 31, 2024, as compared to the same periods in 2023, reflect increased gain on sale margins for mortgage loans supplemented by the effect of a reduction in our liability for representations and warranties.

Non-cash elements of gain on sale of loans:

Interest Rate Lock Commitments

Our Net gains on loans held for sale include our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains before we purchase the loans. These gains are reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair values of our IRLCs as the loan acquisition process progresses until we complete the acquisitions or the commitments are canceled. Such adjustments are included in our Net gains on loans held for sale at fair value. The fair values of our IRLCs become part of the carrying values of our loans when we complete the purchases of the loans. The methods and key inputs we use to measure the fair values of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

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The MSRs and liabilities for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our consolidated statements of income in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our income.

Mortgage Servicing Rights

The methods we use to measure and update the measurements of our MSRs as well as the effect of changes in valuation inputs on MSR fair value are detailed in Note 7 – Fair Value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Liability for Losses Under Representations and Warranties

We recognize liabilities for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties we provide require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects, reimburse the investor for its loss or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit losses on the loans. Our credit losses may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.

We recorded a provision for losses relating to representations and warranties relating to current loan sales of $1.1 million, $1.2 million and $2.4 million as part of our loan sales in each of the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in the provision relating to current loan sales reflects the decrease of our loan sales volume to nonaffiliates and reduced default and loss-given default assumptions. Following is a summary of the indemnification, repurchase and loss activity and balances of loans subject to representations and warranties:

Year ended December 31,
202520242023
(in thousands)
Indemnification activity (unpaid principal balance):
Loans indemnified at beginning of year$15,289$12,123$8,108
New indemnifications1,1133,7067,062
Less: indemnified loans sold, repaid or refinanced1955403,047
Loans indemnified at end of period$16,207$15,289$12,123
Indemnified loans indemnified by correspondent lenders at end of year$6,045$5,772$4,521
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of year$6,108$5,488$4,190
Repurchase activity (unpaid principal balance):
Loans repurchased$25,970$35,493$59,068
Less:
Loans repurchased by correspondent sellers22,56826,91351,369
Loans resold or repaid by borrowers7,8856,06812,596
Net loans repurchased (resolved) with losses chargeable to liability to representations and warranties$(4,483)$2,512$(4,897)
Losses charged to liability for representations and warranties$479$234$549
At end of year:
Loans subject to representations and warranties$214,182,746$222,063,618$227,456,712
Liability for representations and warranties$5,284$6,886$26,143

The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases, as the loans outstanding season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.

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The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severities of loss in the event of default and the probabilities of reimbursement by the correspondent loan sellers. We establish a liability at our estimate of its fair value at the time loans are sold and review the adequacy of our recorded liability on a periodic basis.

The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor and guarantor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.

We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their recourse obligations to us. Such adjustments may be material to our financial position and income in future periods.

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans held for sale at fair value. We recorded $2.2 million, $20.3 million and $15.2 million reductions in liability for representations and warranties during the years ended December 31, 2025, 2024 and 2023, respectively, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. Loan origination fees decreased during the year ended December 31, 2025, as compared to the years ended December 31, 2024 and 2023, reflecting the overall decrease in our purchase volume of loans for sale to nonaffiliates.

Net Loan Servicing Fees

Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:

Year ended December 31,
202520242023
(in thousands)
Loan servicing fees$625,455$659,364$676,446
Effect of mortgage servicing rights and hedging results(576,523)(394,824)(387,838)
Net loan servicing fees$48,932$264,540$288,608

Loan Servicing Fees

Following is a summary of our loan servicing fees:

Year ended December 31,
202520242023
(in thousands)
Contractually specified servicing fees$608,025$644,642$659,438
Ancillary and other fees:
Late charges4,2444,0563,352
Other13,18610,66613,656
17,43014,72217,008
$625,455$659,364$676,446
Average UPB of underlying loans$221,436,947$228,705,758$231,203,032

Loan servicing fees are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees, such as late charges and reconveyance fees, as well as incentive fees we receive from the Agencies for loss mitigation activities and fees we charge to correspondent lenders for loans repaid by the borrower shortly after purchase.

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The change in contractually-specified fees during the year ended December 31, 2025 is due primarily to the slight reduction in our MSR servicing portfolio, reflecting a reduction in the volume of loans we acquire for sale, as well as a decline in the weighted average servicing fee of the MSRs.

Mortgage Servicing Rights and Hedging

We have elected to carry our MSRs at fair value. Changes in fair value have two components: changes due to realization of the expected servicing cash flows and changes due to changes in the inputs used to estimate fair value. We endeavor to moderate the effects of changes in fair value attributable to changes in fair value inputs (market conditions) primarily by entering into derivative transactions.

Changes in fair value of MSRs and hedging results are summarized below:

Year ended December 31,
202520242023
(in thousands)
Change in fair value of MSRs
Changes in valuation inputs used in valuation model$(33,846)$217,182$87,811
Recapture income from PFSI10,1172,1931,784
Hedging results(172,931)(226,608)(92,775)
(196,660)(7,233)(3,180)
Realization of expected cash flows(379,863)(387,591)(384,658)
$(576,523)$(394,824)$(387,838)
Average balance of mortgage servicing rights$3,736,224$3,911,440$4,022,008

Changes in fair value due to changes in valuation inputs used in our valuation model are affected by the magnitude of the interest rate changes and the interest rate and prepayment sensitivities of the MSRs, which changes are based on the relationship of the interest rates of the underlying mortgages to the level of market interest rates. Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2025 reflect the effects of expectations for faster future repayments of the underlying loans as a result of interest rates decreasing during the year ended December 31, 2025 compared to the increasing rate environments in 2024 and 2023.

The increase in loan recapture income from PFSI reflects the increase in refinancing activity in our MSR portfolio during the year ended December 31, 2025, as compared to the year ended December 31, 2024. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.

Hedging results during the year ended December 31, 2025 were primarily attributable to the impact of volatile interest rates and MBS prices as well as the embedded costs of maintaining the hedge positions, which were partially offset by fair value gains in MBS. Our hedging activities are intended to manage our net exposure across all interest rate sensitive strategies, which include MSRs, MBS and related tax effects.

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized as well as realized prepayment performance.

Following is a summary of our loan servicing portfolio:

December 31, 2025December 31, 2024
(in thousands)
UPB of loans outstanding$215,781,639$226,237,613
Collection status (unpaid principal balance)
Delinquency:
30-89 days delinquent$2,605,536$2,645,952
90 or more days delinquent:
Not in foreclosure$1,032,221$1,084,587
In foreclosure$118,768$106,092
Bankruptcy$355,808$285,163

Following is a summary of characteristics of our MSR servicing portfolio as of December 31, 2025:

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Average
Loan typeUnpaid principal balanceLoan countNote rateSeasoning (months)Remaining maturity (months)Loan sizeFICO credit score at originationOriginal LTV (1)Current LTV (1)60+ Delinquency (by UPB)
(Dollars and loan count in thousands)
Agency:
Freddie Mac$106,441,0913843.9%49298$27776275%55%0.7%
Fannie Mae104,886,3264123.8%60290$25575776%51%1.0%
Other (2)4,454,222155.2%42315$29376372%58%0.7%
$215,781,6398113.9%54295$26676075%53%0.8%

(1)
Loan-to-value.

(2)
Represents MSRs on conventional loans sold to private investors.

Net Interest Expense

Net interest expense is summarized below:

Year ended December 31, 2025Year ended December 31, 2024Year ended December 31, 2023
InterestInterestInterestInterestInterestInterest
income/Averageyield/income/Averageyield/income/Averageyield/
expensebalancecost %expensebalancecost %expensebalancecost %
(dollars in thousands)
Assets:
Cash and short-term investments$22,008$500,6884.40%$29,323$489,6695.99%$25,046$497,1675.05%
Mortgage-backed securities247,7834,197,6575.90%237,7584,107,1005.79%248,7134,620,7155.40%
Loans held for sale141,7072,206,9586.42%83,3261,249,4236.67%93,9881,439,3736.55%
Loans held for investment242,7214,724,2175.14%58,7151,468,6874.00%56,8741,451,6323.93%
Deposits securing CRT arrangements44,2691,063,7454.16%59,3041,163,9705.09%62,7131,270,2984.95%
698,48812,693,2655.50%468,4268,478,8495.52%487,3349,279,1855.27%
Placement fees relating to custodial funds148,890163,891149,484
Other3,5342,9463,089
$850,912$12,693,2656.70%$635,263$8,478,8497.49%$639,907$9,279,1856.92%
Liabilities:
Assets sold under agreements to repurchase$352,660$6,776,2555.20%$331,800$5,478,0376.06%$378,367$6,306,6276.02%
Mortgage loan participation purchase and sale agreements4074,9378.24%1,29217,8527.24%1,36519,0797.17%
Notes payable secured by credit risk transfer and mortgage servicing assets205,5172,598,6007.91%261,0082,883,3799.05%257,6012,969,1748.70%
Unsecured senior notes66,071832,6447.94%48,000704,2796.82%34,969561,8776.24%
Asset-backed financings226,9184,456,1285.09%55,7631,612,0653.46%49,9881,354,8033.70%
851,57314,668,5645.81%697,86310,695,6126.52%722,29011,211,5606.46%
Interest shortfall on repayments of loans serviced for Agency securitizations10,3037,1445,477
Interest on loan impound deposits6,9467,0996,353
Other1,5722,5531,848
870,394$14,668,5645.93%714,659$10,695,6126.68%735,968$11,211,5606.58%
$(19,482)$(79,396)$(96,061)

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The effects of changes in the yields and costs and composition of our investments on our net interest expense are summarized below:

Year ended December 31, 2025Year ended December 31, 2024
vs.vs.
Year ended December 31, 2024Year ended December 31, 2023
Increase (decrease) due to changes inIncrease (decrease) due to changes in
RateVolumeTotalRateVolumeTotal
(in thousands)
Assets:
Cash and short-term investments$(7,961)$646$(7,315)$4,656$(379)$4,277
Mortgage-backed securities4,7285,29710,02517,571(28,526)(10,955)
Loans held for sale(3,212)61,59358,3811,752(12,414)(10,662)
Loans held for investment20,974163,032184,0061,1047371,841
Deposits securing CRT arrangements(10,228)(4,807)(15,035)1,841(5,250)(3,409)
4,301225,761230,06226,924(45,832)(18,908)
Placement fees relating to custodial funds(15,001)14,407
Other588(143)
$4,301$225,761$215,649$26,924$(45,832)$(4,644)
Liabilities:
Assets sold under agreements to repurchase$(50,828)$71,688$20,860$2,618$(49,185)$(46,567)
Mortgage loan participation purchase and sale agreements159(1,044)(885)12(85)(73)
Notes payable secured by credit risk transfer and mortgage servicing assets(31,141)(24,350)(55,491)10,703(7,296)3,407
Unsecured senior notes8,5669,50518,0713,4749,55713,031
Asset-backed financings36,134135,021171,155(3,384)9,1595,775
(37,110)190,820153,71013,423(37,850)(24,427)
Interest shortfall on repayments of loans serviced for Agency securitizations3,1591,667
Interest on loan impound deposits(153)746
Other(981)705
(37,110)190,820155,73513,423(37,850)(21,309)
$41,411$34,941$59,914$13,501$(7,982)$16,665

The decrease in net interest expense during the year ended December 31, 2025, as compared to the same period in 2024, is due to an increased volume of interest earning assets and decreased costs of repurchase agreement financing in relation to the long-lived assets they finance, along with reduced note payable financing of MSRs and CRT arrangements.

The decrease in net interest expense during the year ended December 31, 2024, as compared to the same period in 2023, is due to yields on our interest-earning assets which increased faster than the cost of our interest-bearing liabilities and the increase in earnings from placement fees relating to custodial funds managed for borrowers and investors.

Expenses

Our expenses are summarized below:

Year ended December 31,
202520242023
(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees$84,432$83,252$81,347
Management fees27,64928,62328,762
Loan fulfillment fees23,80426,29127,826
Professional services37,77412,7797,621
Compensation11,8865,6087,106
Loan collection and liquidation8,2856,8344,562
Safekeeping4,6304,4033,766
Loan origination2,2783,3284,602
Other12,90520,42819,033
$213,643$191,546$184,625

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Expenses increased by $22.1 million, or 12%, during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and increased $6.9 million, or 4%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, as discussed below.

Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

Year ended December 31,
202520242023
(in thousands)
Loan servicing fees:
Loans held for sale$313$525$680
Loans held for investment1,311591208
Mortgage servicing rights82,80882,13680,459
$84,432$83,252$81,347
Average investment in loans:
Held for sale$2,206,958$1,249,423$1,439,373
Held for investment$4,724,217$1,468,687$1,451,632
Average MSR portfolio unpaid principal balance$221,436,947$228,705,758$231,203,032
Mortgage servicing rights recapture fees$10,117$2,193$1,784
Unpaid principal balance of loans recaptured$932,444$353,710$315,412

Loan servicing fees increased by $1.2 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and increased by $1.9 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, reflecting an increase in supplemental fees relating to loan modifications and servicing of delinquent loans in our MSR portfolio.

Management Fees

Management fees payable to PCM are summarized below:

Year ended December 31,
202520242023
(in thousands)
Base fee$27,649$28,623$28,762
Average shareholders' equity amounts used to calculate base management fee expense$1,843,549$1,908,287$1,917,642

Management fees decreased by $974,000 during the year ended December 31, 2025, compared to the year ended 2024, and $139,000 during the year ended December 31,2024, compared to the year ended December 31, 2023. This decrease reflects the effect of the decrease in our average shareholders’ equity on our base management fee.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. Fulfillment fees decreased by $2.5 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, and by $1.5 million during the year ended 2024 as compared to the same period in 2023. The decrease was due to the decrease in the volume of loans purchased for sale to nonaffiliates. Our loan fulfillment fee structure is described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

Professional services

Professional services expenses increased by $25.0 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and $5.2 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to increased legal and consulting fees relating to our securitization activities.

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Compensation

Compensation expense increased $6.3 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and decreased $1.5 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase in the year ended December 31, 2025 was due to an increased allocation of compensation reimbursements based on the updated terms of the management agreement as described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report. This increase was partially offset by a $4.0 million decrease in common overhead allocation from PFSI, which is included in Other expense.

Loan collection and liquidation

Loan collection and liquidation expenses increased by $1.5 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and increased $2.3 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to increased servicing cost related to delinquent loans serviced for the Agencies' foreclosure avoidance programs.

Loan origination

Loan origination expenses decreased by $1.1 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and $1.3 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily reflecting a decrease in our loan originations purchased for sale to nonaffiliates across the three-year period.

Other Expenses

Other expenses are summarized below:

Year ended December 31,
202520242023
(in thousands)
Common overhead allocation from PFSI$3,926$7,909$7,492
Bank service charges2,9422,3392,024
Technology2,0712,1582,046
Insurance1,6511,9571,935
Other2,3156,0655,536
$12,905$20,428$19,033

Common overhead allocation from PFSI decreased by $4.0 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, and increased by $400,000 during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease in the year ended December 31, 2025 was due to changes to the allocation method included in the management agreement, described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

Income Taxes

We have elected to treat our subsidiary, PMC, as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of income.

The Company’s effective tax rate was (36.3)% for the year ended December 31, 2025 and (12.9)% for the year ended December 31, 2024. The Company’s TRS recognized a tax benefit of $34.6 million on a pretax loss of $197.1 million while the Company’s consolidated pretax income was $93.8 million for the year ended December 31, 2025. For 2024, the TRS recognized tax benefit of $18.6 million on pretax loss of $57.9 million while the Company’s reported consolidated pretax income was $142.6 million. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.

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The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2025, the valuation allowance remains zero. The TRS has a significant net deferred tax liability position, which indicates the TRS will utilize all of its deferred tax assets. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. Subject to certain limitations, domestic non-corporate shareholders may be allowed a 20% deduction from taxable income for ordinary REIT dividends.

Below is a reconciliation of GAAP year to date income to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

Taxable income (loss)
GAAP net incomeGAAP/tax differencesTotal taxable income (loss)Taxable subsidiariesREIT
Year ended December 31, 2025(in thousands)
Net investment income
Net loan servicing fees$48,932$456,078$505,010$505,010$
Net gains on loans acquired for sale52,194(284,923)(232,729)(232,729)
Loan origination fees12,52512,52512,525
Net gains on investments and financings213,113(201,637)11,476(10,387)21,863
Net interest expense(19,482)12,649(6,833)(200,142)193,309
Results of real estate acquired in settlement of loans(64)(222)(286)(286)
Other243243243
Net investment income307,461(18,055)289,40674,234215,172
Expenses213,643(2,313)211,330181,02930,301
REIT dividend deduction184,871184,871184,871
Total expenses and dividend deduction213,643182,558396,201181,029215,172
Income before (benefit from) provision for income taxes93,818(200,613)(106,795)(106,795)
(Benefit from) provision for income taxes(34,054)34,054
Net income$127,872$(234,667)$(106,795)$(106,795)$

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Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31,December 31,
20252024
(in thousands)
Assets
Cash and short-term investments$462,488$440,892
Mortgage-backed securities at fair value4,452,8594,063,706
Loans held for sale2,699,3982,116,318
Loans held for investment8,532,6442,193,575
Derivative assets55,94356,840
Deposits securing credit risk transfer arrangements1,009,3341,110,708
Mortgage servicing rights and servicing advances3,741,5323,972,431
20,954,19813,954,470
Other392,684454,236
Total assets$21,346,882$14,408,706
Liabilities
Debt:
Short-term$8,018,601$6,512,531
Long-term:
Recourse3,286,4283,535,650
Non-recourse7,826,9532,074,597
11,113,3815,610,247
19,131,98212,122,778
Other327,569347,428
Total liabilities19,459,55112,470,206
Shareholders’ equity1,887,3311,938,500
Total liabilities and shareholders’ equity$21,346,882$14,408,706

Total assets increased by approximately $6.9 billion, or 48%, from December 31, 2024 to December 31, 2025, primarily due to an increase of $6.3 billion in Loans held for investment at fair value and $583.1 million in Loans held for sale at fair value, offset by a decrease of $230.9 million in mortgage servicing rights and servicing advances. The increase in Loans held for investments at fair value reflect the Company’s ongoing securitizations of loans in non-Agency securitizations. As described in Note 6 – Variable Interest Entities to the consolidated financial statements included in this Report, such transactions are accounted for as on-balance sheet financings, with the loans included in Loans held for investment at fair value and the securities sold treated as Asset-backed financings of variable interest entities at fair value.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

Following is a summary of our correspondent production acquisitions at fair value:

Year ended December 31,
202520242023
(in thousands)
Correspondent loan purchases:
GSE-eligible loans (1)$40,976,218$54,294,006$46,395,294
Government insured or guaranteed (2)27,128,34042,066,82841,103,974
Jumbo2,636,524393,2224,234
Non-qualified29,638
Advances to home equity lines of credit10102
$70,770,720$96,754,066$87,503,604

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(1)
GSE eligibility refers to the eligibility of loans for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its GSE eligible loan production to or with other investors, including PLS.

(2)
The Company sells all of its loans eligible for inclusion in Ginnie Mae securities to PLS. The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed loans. The Company earns a sourcing fee for all loans that it purchases from correspondent sellers and subsequently sells to PLS as described in Note 4 – Transactions with Related Parties – Operating Activities – Correspondent Production Activities.

During the year ended December 31, 2025, we purchased for sale $70.8 billion in fair value of correspondent production loans as compared to $96.8 billion and $87.5 billion during the same periods in 2024 and 2023, respectively. The decrease in loan purchases relates to PFSI's assumption of the role of initial purchaser of correspondent loans starting July 1, 2025 as described in Note 4—Transactions with Related Parties to the consolidated financial statements included in this Report.

Other Investment Activities

Following is a summary of our net acquisitions (sales) of mortgage-related investments held in our credit sensitive strategies and interest rate sensitive strategies segments:

Year ended December 31,
202520242023
(in thousands)
Credit sensitive assets:
Subordinate credit-linked securities$(194,513)$(111,044)$87,346
Loans secured by non-owner occupied properties and jumbo loans, net of associated asset-backed financing (subordinate MBS)420,18751,812
225,674(59,232)87,346
Interest rate sensitive assets:
Agency fixed-rate pass-through securities(830,296)308,742
Principal-only stripped mortgage-backed securities638,09846,763
Floating rate collateralized mortgage obligations876,394
Senior non-Agency securities66,06999,803
Interest-only stripped mortgage-backed securities103,547
Loans secured by non-owner occupied properties and jumbo loans, net of associated asset-backed financing (senior MBS)107,56512,441
Mortgage servicing rights:
Received in loan sales (1)190,14188,706187,431
Purchases29,42916,258
1,240,169(61,622)762,544
$1,465,843$(120,854)$849,890

(1)
Net of exchange of mortgage servicing spread for IO stripped MBS in 2024 and 2023.

Our acquisitions during the years ended December 31, 2025, 2024 and 2023 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

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Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

December 31, 2025December 31, 2024
AverageAverage
Fair valuePrincipal/ notionalLife (in years)CouponFair valuePrincipal/ notionalLife (in years)Coupon
(dollars in thousands)
Agency pass-through securities$2,850,447$2,805,8957.65.3%$3,079,492$3,132,0058.75.4%
Floating rate collateralized mortgage obligations855,997850,1726.85.0%
Principal-only stripped securities521,129610,2564.10.1%596,300776,4556.70.1%
Senior non-Agency securities152,784155,3695.45.4%105,182111,4799.25.1%
Interest-only stripped securities72,502344,5927.74.8%86,260386,0408.04.8%
Subordinate credit-linked securities196,472174,8133.612.4%
$4,452,859$4,766,284$4,063,706$4,580,792

Credit Risk Transfer Arrangements

Following is a summary of our investment in CRT arrangements:

December 31, 2025December 31, 2024
(in thousands)
Carrying value of CRT arrangements:
Derivative assets - CRT derivatives$32,659$29,377
Derivative and credit risk transfer strip liabilities- CRT strips(5,999)(4,060)
Deposits securing CRT arrangements1,009,3341,110,708
Interest-only security payable at fair value(37,650)(34,222)
$998,344$1,101,803
UPB of loans subject to credit guarantee obligations$19,517,530$21,249,304

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of December 31, 2025:

Year of origination
202020192018201720162015Total
(in millions)
UPB:
Outstanding$4,023$9,075$2,352$2,055$1,634$379$19,518
Liquidations:
Balances$2.1$12.7$65.4$175.2$127.8$63.2$446.4
Losses$$1.7$6.8$22.3$13.8$7.8$52.4
Modifications (1):
Balances$71.8$580.9$316.1$$$$968.8
Losses$2.6$27.9$21.1$$$$51.6
Weighted average:
Original debt-to income ratio33.5%35.9%39.1%36.8%35.1%35.8%35.8%
Origination FICO credit score765754735743750743752
Origination loan-to value ratio80.6%83.3%83.5%82.6%80.6%80.9%82.4%
Current loan-to value ratio (2)48.5%48.3%46.5%41.6%37.3%34.9%46.2%

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(1)
Includes only modifications that generate losses according to the terms of the CRT arrangements.

(2)
Based on current UPB compared to estimated fair value of the property securing the loan.

Year of origination
Distribution by state202020192018201720162015Total
(in millions)
California$431$918$304$228$327$69$2,277
Florida439862299214169312,014
Texas466777186175194591,857
Virginia218406869211539956
Maryland15939210811810822907
Other2,3105,7201,3691,22872115911,507
$4,023$9,075$2,352$2,055$1,634$379$19,518
Year of origination
Regional geographic distribution (1)202020192018201720162015Total
(in millions)
Southeast$1,365$3,085$833$698$508$115$6,604
Southwest1,0321,982439403293814,230
West8711,911602461473984,416
Northeast3811,149278301212592,380
Midwest374948200192148261,888
$4,023$9,075$2,352$2,055$1,634$379$19,518

(1)
Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, WV; Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK, TX, UT; West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY; Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT, VI and Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD, WI.

Year of origination
Collection status202020192018201720162015Total
(in millions)
Delinquency
Current - 89 Days$4,003$8,985$2,300$2,030$1,627$378$19,323
90 - 179 Days1252251651111
180+ Days529175157
Foreclosure39104127
$4,023$9,075$2,352$2,055$1,634$379$19,518
Bankruptcy$4$35$16$8$6$$69

Cash Flows

Our cash flows for the years ended December 31, 2025, 2024 and 2023 are summarized below:

Year ended December 31,
202520242023
(in thousands)
Operating activities$(7,213,231)$(2,702,883)$1,340,173
Investing activities429,6661,360,396(21,726)
Financing activities6,717,8411,399,096(1,149,228)
Net cash flows$(65,724)$56,609$169,219

Our cash flows resulted in a net decrease in cash of $65.7 million during the year ended December 31, 2025, as discussed below.

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Operating activities

Cash used in operating activities totaled $7.2 billion during the year ended December 31, 2025, as compared to cash used in our operating activities of $2.7 billion and $1.3 billion during the years ended December 31, 2024 and 2023, respectively. Cash flows from operating activities are most influenced by cash flows from loans held for sale as shown below:

Year ended December 31,
202520242023
(in thousands)
Operating cash flows from:
Loans held for sale$(7,608,227)$(2,377,330)$815,464
Other394,996(325,553)524,709
$(7,213,231)$(2,702,883)$1,340,173

Cash flows from loans held for sale primarily reflect changes in the level of production inventory as well as cash flows relating to associated hedging activities from the beginning to end of the years presented. Our inventory of loans held for sale increased during the year ended December 31, 2025 compared to decreases in the years ended December 31, 2024 and 2023, respectively. The primary source of negative operating cash flow from loans held for sale relates to the transfer of loans to held for investment pursuant to our securitization activities. The securitization of portions of our correspondent loan production and cash received from such securitizations is accounted for as a financing activity. We may sell these loans based on market conditions before committing to securitize the loans.

Investing activities

Net cash provided by our investing activities was $429.7 million and $1.4 billion for the years ended December 31, 2025 and December 31, 2024, respectively, compared to net cash used in our investing activities of $21.7 million for the year ended December 31, 2023, primarily due to our net sale of MBS.

Financing activities

Net cash provided by our financing activities was $6.7 billion and $1.4 billion for the years ended December 31, 2025 and December 31, 2024, respectively, as compared to net cash used in our financing activities of $1.1 billion for the year ended December 31, 2023. This change primarily reflects the increase in asset-backed financing related to our increased securitization activity.

As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from PLS, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.

We expect to continue investing in subordinate MBS generated from the private label securitization which is also expected to increase our VIEs' asset-backed financings.

On August 20, 2025, the Company, PMT ISSUER TRUST—FMSR, PMC., and PennyMac Holdings, LLC (“PMH”) redeemed $350 million of secured term notes (the “Series 2021-FT1 Term Notes”).

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Debt Financing

Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements that have allowed us to match the term of our borrowings more closely to the expected lives of the assets securing those borrowings. We have also borrowed money by issuing unsecured senior notes.

Sales of Assets Under Agreements to Repurchase

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:

Year ended December 31,
Assets sold under agreements to repurchase202520242023
(in thousands)
Average balance outstanding$6,776,255$5,478,037$6,306,627
Maximum daily balance outstanding$9,009,673$7,865,435$9,460,676
Ending balance (UPB)$8,023,156$6,509,415$5,627,807

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $13.6 billion at December 31, 2025.

Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:


The transactions relating to loans and real estate acquired in settlement of loans under agreements to repurchase generally provide for terms of approximately one to two years;


The transactions relating to loans under mortgage loan participation purchase and sale agreements provide for terms of approximately one year;


The transactions relating to assets under notes payable provide for terms ranging from two to five years; and

All repurchase agreements that matured between December 31, 2025 and the date of this Report have been renewed, extended or replaced.

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The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our Assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2025:

CounterpartyAmount at risk
(in thousands)
Atlas Securitized Products, L.P.$466,207
Bank of America, N.A.88,937
Santander US Capital70,680
Morgan Stanley & Co. LLC66,165
Citibank, N.A.64,728
Nomura Holdings America, Inc.61,526
Goldman Sachs & Co. LLC56,306
JPMorgan Chase & Co.55,560
RBC Capital Markets, L.P.51,129
Wells Fargo Securities, LLC32,754
Barclays Capital Inc.20,222
Bank of Montreal9,886
Daiwa Capital Markets America Inc.5,374
BNP Paribas5,207
Mizuho Financial Group4,168
$1,058,849

Senior Notes

On December 15, 2025 and December 22, 2025, respectively, PMC separately issued $75 million principal amount (for a total of $150 million principal amount) of 8.50% Exchangeable Senior Notes due 2029 (the “2029 Exchangeable Notes”) that mature on June 1, 2029. The 2029 Exchangeable Notes issued in the December 2025 offerings were issued as further reopenings of, and are part of the same series with, the 2029 Exchangeable Notes that PMC previously issued in May and June 2024. Upon completion of the December 2025 offerings, the aggregate principal amount of outstanding 2029 Exchangeable Notes was $366.5 million.

In February 2025, the Company issued $172.5 million principal amount of unsecured 9.00% senior notes due February 15, 2030 and in June 2025, the Company issued $105 million principal amount of unsecured 9.00% senior notes due June 15, 2030 (collectively, the “2030 Senior Notes”). In September 2023, the Company issued $53.5 million principal amount of unsecured 8.50% senior notes due September 30, 2028 (the “2028 Senior Notes”). The 2030 Senior Notes and the 2028 Senior Notes are referred to collectively as the “Senior Notes”.

We may redeem for cash all or any portion of the Senior Notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. No “sinking fund” will be provided for the Senior Notes. The 2028 Senior Notes may be redeemed on or after September 30, 2025, the 2030 Senior Notes issued in February 2025 may be redeemed on or after February 15, 2027 and the 2030 Senior Notes issued in June 2025 may be redeemed on or after June 15, 2027.

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by PMC, including the due and punctual payment of principal of and interest on the Senior Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise (the “PMC Guarantee”). PMC’s operations and investing activities are centered in residential mortgage-related assets, including the creation of and investment in MSRs.

Under the terms of the PMC Guarantee, holders of the Senior Notes will not be required to exercise their remedies against us before they proceed directly against PMC. PMC’s obligations under the guarantee are limited to the maximum amount that will not,

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after giving effect to all other contingent and fixed liabilities of PMC, result in the guarantee constituting a fraudulent transfer or conveyance. The PMC Guarantee will:


rank equal in right of payment to any of PMC’s existing and future unsecured and unsubordinated indebtedness and guarantees of PMC;


be effectively subordinated in right of payment to any of PMC’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness or guarantees; and


be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by PMC) preferred stock, if any, of PMC’s subsidiaries and of any entity PMC accounts for using the equity method of accounting.

The following summarized financial information for PMT and PMC is presented on a combined basis. Intercompany balances and transactions between PMT and PMC have been eliminated:

December 31, 2025
(in thousands)
Loans held for sale at fair value$2,699,398
Mortgage servicing rights at fair value3,737,854
Other assets
From nonaffiliates686,664
From non-issuer or non-guarantor subsidiaries (1)552,908
From PFSI23,669
Total assets$7,700,493
Total liabilities
Payable to nonaffiliates$2,323,616
Payable to PFSI5,314,505
Payable to non-issuer or non-guarantor subsidiaries10,886
$7,649,007
Year ended December 31, 2025
(in thousands)
Net investment income
From nonaffiliates$230,144
From PFSI15,281
From non-issuer or non-guarantor subsidiaries (1)(324,427)
(79,002)
Expenses
From nonaffiliates55,903
From PFSI125,088
180,991
Pre-tax income(259,993)
Provision for income taxes(66,558)
Net income$(193,435)

(1)
Excludes equity in earnings of non-guarantor subsidiaries.

Debt Covenants

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:


a minimum of $75 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $75 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PMC and PMH; a minimum of $25 million in unrestricted cash and cash equivalents at PMC; and a minimum of $10 million in unrestricted cash and cash equivalents at PMH;

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a minimum tangible net worth for the Company of $1.25 billion; a minimum tangible net worth for our Operating Partnership of $1.25 billion; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $300 million;


a maximum ratio of total indebtedness to tangible net worth of less than 10:1 for PMC and PMH and 10:1 for the Company and our Operating Partnership; and


at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:


a minimum in unrestricted cash and cash equivalents of $100 million;


a minimum tangible net worth of $1.25 billion;


a maximum ratio of total indebtedness to tangible net worth of 10:1; and


at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. For the most recent fiscal quarter, the Company is compliant with all such conditions. However, we may be required to obtain waivers from certain lenders in the future if this condition precedent is not met.

Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Regulatory Capital and Liquidity Requirements

In addition to the financial covenants imposed upon us and PLS as our servicer under our debt financing agreements, we, through PMC and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency seller/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for their approved non-depository single-family sellers/servicers in the case of Fannie Mae, Freddie Mac, and Ginnie Mae for their approved single-family issuers, and Ginnie Mae has also issued risk-based capital requirements. We believe that we and our servicer, PLS, are in compliance with the applicable FHFA and Ginnie Mae requirements as of December 31, 2025.

We continue to explore a variety of additional means of financing our business, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and unsecured debt and equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of December 31, 2025, we have not entered into any off-balance sheet arrangements.

Our management, servicing, and loan fulfillment fee agreements are described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

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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: 0000950170-25-024124.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-02-20. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a specialty finance company that invests in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. A significant portion of our investment portfolio is comprised of mortgage-related assets that we have created through our correspondent production activities, including mortgage servicing rights (“MSRs”), subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which absorb credit losses on certain of the loans we have sold. We also invest in Agency and senior non-Agency MBS, subordinate credit-linked MBS and interest-only (“IO”) and principal-only (“PO”) stripped MBS. We have also historically invested in distressed mortgage assets (distressed loans and real estate acquired in settlement of loans (“REO”)), which we have substantially liquidated.

We are externally managed by PNMAC Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loans and MSRs are serviced by PennyMac Loan Services, LLC (“PLS”). PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company separately listed on the New York Stock Exchange.

We operate our business in three segments: credit sensitive strategies, interest rate sensitive strategies and correspondent production. Non-segment activities are included in our corporate operations. Our segment and corporate activities are described below.


The credit sensitive strategies segment represents our investments in CRT arrangements referencing loans from our own correspondent production and subordinate MBS.


The interest rate sensitive strategies segment represents our investments in MSRs, Agency and senior non-Agency MBS and the related interest rate hedging activities.


The correspondent production segment represents our operations aimed at serving as an intermediary between lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality loans either directly or in the form of MBS, using the services of PCM and PLS.

We primarily sell the loans we acquire through our correspondent production activities to government-sponsored entities ("GSEs") such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or the GSEs, or to PLS for sale into securitizations guaranteed by the Government National Mortgage Association ("Ginnie Mae"). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.” We also securitize certain of our loans directly and may retain interests, such as subordinate MBS, from these securitizations.


Our corporate operations include management fees, compensation, professional services, and other amounts attributable to the Company’s corporate operations and certain interest income and expense.

Our Investment Activities

Credit Sensitive Investments

CRT Arrangements

We have previously entered into loan sales arrangements with Fannie Mae pursuant to which we accepted credit risk relating to the loans sold in exchange for a portion of the interest earned on such loans. These arrangements absorb scheduled or realized credit losses on those loans and comprise the Company’s investments in CRT arrangements.

We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an IO security payable) totaling approximately $1.1 billion at December 31, 2024.

Subordinate Credit-Linked Mortgage-Backed Securities

Subordinate credit-linked MBS provide us with a higher yield than senior MBS securities. However, we incur credit risk in the subordinate credit-linked MBS since they are the first securities to absorb credit losses relating to the underlying loans. We retained approximately $64.3 million of subordinate credit-linked MBS in our securitizations of loans secured by investment properties and sold approximately $111.0 million of subordinate credit-linked MBS during the year ended December 31, 2024. We held subordinate credit-linked MBS with fair values totaling approximately $196.5 million at December 31, 2024.

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As the result of the Company’s consolidation of the variable interest entities that issued certain subordinate MBS as described in Note 6 – Variable Interest Entities – Subordinate Mortgage-Backed Securities to the consolidated financial statements included in this Report, we include the loans underlying these transactions with UPB totaling approximately $2.4 billion on our consolidated balance sheet as of December 31, 2024.

Interest Rate Sensitive Investments

Our interest rate sensitive investments include:


Mortgage servicing rights. During the year ended December 31, 2024, we purchased $29.4 million of MSRs and received approximately $219.0 million of MSRs as proceeds from sales of loans acquired for sale. We held approximately $3.9 billion of MSRs at fair value at December 31, 2024.


REIT-eligible Agency, senior non-Agency, and Agency IO and PO stripped MBS. We purchased approximately $638.2 million of Agency PO stripped MBS and sold $963.4 million of fixed-rate pass-through securities and IO stripped MBS during the year ended December 31, 2024. We held Agency fixed-rate pass-through, senior non-Agency, IO stripped and PO stripped MBS with fair values totaling approximately $3.9 billion at December 31, 2024.

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production has served as the source of our investments in MSRs, private label non-Agency securitizations and CRT arrangements. Our correspondent production and resulting investment activity are summarized below:

Year ended December 31,
202420232022
(in thousands)
Sales of loans acquired for sale:
To nonaffiliates$12,414,391$15,936,124$39,077,156
To PennyMac Financial Services, Inc.81,997,77372,441,69950,575,617
$94,412,164$88,377,823$89,652,773
Net gains on loans acquired for sale$73,124$39,857$25,692
Investment activities resulting from correspondent production:
Receipt of MSRs as proceeds from sales of loans$219,001$292,527$670,343
Retention of interests in securitizations of loans secured by investment properties, net of associated asset-backed financings (1)64,25323,485
Total investments resulting from correspondent activities$283,254$292,527$693,828

(1)
The trusts issuing the securities are consolidated on our consolidated balance sheets. Therefore, our investments in these securities are shown as their underlying assets, Loans at fair value, with the securities held by non-affiliates being shown as Asset-backed financings of variable interest entities at fair value.

During the year ended December 31, 2024, we purchased newly originated prime credit quality residential loans with fair values totaling $96.8 billion as compared to $87.5 billion and $88.1 billion for the years ended December 31, 2023 and December 31, 2022, respectively, in our correspondent production business. Our loan sales included $82.0 billion, $72.4 billion and $50.6 billion of loans we sold to PLS during the years ended December 31, 2024, 2023 and 2022, respectively. We receive a sourcing fee from PLS based on the UPB of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the years ended December 31, 2024, 2023 and 2022, we received sourcing fees totaling $8.1 million, $7.2 million and $5.0 million, respectively.

To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Ginnie Mae approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. We may also sell conventional loans that we purchase to PLS subject to our and PLS's

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mutual agreement. During the year ended December 31, 2024, our sales of loans to PLS also included $40.8 billion and $39.9 billion in unpaid principal balance (“UPB”) of government guaranteed or insured loans and conventional loans, respectively, in order to optimize our use and allocation of capital.

During 2025, we expect PLS will become the initial purchaser of loans from correspondent sellers and begin transferring agreed-upon volumes of such loans to us. Accordingly, we will no longer purchase government loans. We retain the right to purchase up to 100% of PLS's non-government correspondent production.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year that we lose our REIT qualification.

A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we make a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required. The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair value

Our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether we have elected to carry it at fair value. We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value.

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The fair value level assigned to an asset or liability is identified based on the lowest level of inputs used that are significant to determining the respective asset's or liability’s fair value. These levels are:

December 31, 2024
Percentage of
LevelDescriptionCarrying value of assets measured (1)Total assetsTotal shareholders' equity
(in thousands)
1Prices determined using quoted prices in active markets for identical assets or liabilities.$109,7261%6%
2Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.8,334,28658%430%
3Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. (2)5,109,60235%264%
Total assets measured at or based on fair value (3)$13,553,61494%700%
Total assets$14,408,706
Total shareholders’ equity$1,938,500

(1)
Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset or liability and whether we have elected to carry the item at its fair value.

(2)
For purposes of this discussion, includes Deposits securing credit risk transfer arrangements which are carried at amortized cost. These deposits along with the related CRT derivatives and CRT strips are held in the form of securities whose values are the basis for valuation of the CRT derivatives and strips.

(3)
Percentages may not sum to total due to rounding.

At December 31, 2024, $13.6 billion, or 94%, of our total assets were carried at fair value on a recurring basis and $2.5 million, or less than 1% (consisting of REO), were carried based on fair value on a non-recurring basis. Of these assets, $5.1 billion, or 35%, of total assets are measured using “Level 3” fair value inputs-significant inputs where there is difficulty observing the inputs used by the market participants to establish fair value. Different approaches to valuing or changes in inputs used to measure these assets can have a significant effect on the amounts reported for these items and their effects on our results of operations.

Changes in inputs to measurement of Level 3 fair value financial statement items have a significant effect on the amounts reported for these items including their reported balances and their effects on our pre-tax income as summarized below:

Change in fair value
Year ended December 31,Loans at fair value (1)IO stripped MBSInterest rate lock commitmentsCRT net assets (2)Mortgage servicing rights (3)TotalPre-tax income
(in thousands)
2024$(461)2,624(10,882)54,606217,182$263,069$142,648
2023$(191)(8,572)15,205117,77987,811$212,032$244,395
2022$(2,680)(234,146)(163,908)819,727$418,993$63,087

(1)
Includes loans held for sale and loans at fair value.

(2)
Includes Deposit Securing CRT arrangements, CRT derivatives, CRT strips and IO security payable.

(3)
Excluding changes in fair value attributable to realization of cash flows.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in estimating the fair value of these assets and liabilities. Such differences may result in significantly different fair value measurements. Likewise, due to the general

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illiquidity of some of these fair value assets and liabilities, subsequent transactions may be at values significantly different from those reported.

Because the fair value of “Level 3” fair value assets and liabilities is difficult to estimate, our valuation process is conducted by specialized staff and receives significant management oversight. We have assigned the responsibility for estimating the fair values of our “Level 3” fair value assets and liabilities, except for interest rate lock commitments (“IRLCs”), to specialized staff within PFSI's capital markets group. With respect to those valuations, PFSI’s capital markets valuation staff reports to PFSI’s valuation subcommittee, which oversees the valuations. PFSI’s valuation subcommittee

includes the Company’s chief financial and investment officers as well as other senior members of PFSI’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by PFSI's capital markets risk management staff and is reviewed by PFSI's capital markets operations group in the exercise of their internal control responsibilities.

Following is a discussion relating to our approach to measuring the assets and liabilities that are most affected by “Level 3” fair value inputs.

Loans

We carry loans at their fair values. We recognize changes in the fair value of loans in current period results of operations as a component of either Net gains on loans acquired for sale or Net gains (losses) on investments and financings. We estimate fair value of loans based on whether the loans are saleable into active markets with observable pricing.


We categorize loans that are saleable into active markets with observable pricing inputs as “Level 2” fair value assets. Such loans include substantially all of our loans acquired for sale and our loans held in variable interest entities (“VIEs"). We estimate such loans’ fair values using their quoted market price or market price equivalent. We held $4.3 billion of such loans at fair value at December 31, 2024.


We categorize loans that are not saleable into active markets with observable pricing inputs as “Level 3” fair value assets. Such loans include our investments in distressed loans, home equity loans held for sale and certain of the loans acquired for sale which we subsequently repurchased pursuant to representations and warranties or that we identified as non-salable to the Agencies. We held $9.8 million of such loans at fair value at December 31, 2024.

We estimate the fair value of our “Level 3” fair value loans based on the fair values of the real estate collateralizing individual loans for distressed loans and using a discounted cash flow valuation model for loans held for sale. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.

Derivative Assets

Interest Rate Lock Commitments

Our net gains on loans acquired for sale include our estimates of gains or losses we expect to realize upon the sale of loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains on loans acquired for sale at fair value before we purchase the loans. In the course of our correspondent production activities, we make contractual commitments to correspondent sellers to purchase loans at specified terms. We call these commitments IRLCs. We recognize the fair values of IRLCs at the time we make the commitment to the correspondent seller and adjust the fair value of such IRLCs during the time the commitment is outstanding.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to the fair value of Loans acquired for sale at fair value when the loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and inputs we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimate of the fair value of the MSRs we expect to receive in the sale of the loan and the probability that the loan will be purchased as a percentage of the commitment we have made (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a loan will fund and changes in mortgage market interest rates are recognized as IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans acquired for sale and may be included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results when we include the IRLCs in our MSR hedging activities in the period of the

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change. The financial effects of changes in the pull-through rates and MSR fair values generally move in different directions. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the principal and interest payment portion of the loans that decrease in fair value.

A shift in the market for IRLCs or a change in our assessment of an input to the valuation of IRLCs can have an effect on the amount of Net gains on loans acquired for sale for the period. We believe that the fair value of IRLCs is most sensitive to changes in pull-through rate inputs. We held $0.4 million of net IRLC assets at December 31, 2024. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs at December 31, 2024:

Effect on fair value of a change in pull-through rate
Change in input (1)Effect on fair value
(in thousands)
(20%)$(172)
(10%)$(86)
(5%)$(43)
5%$36
10%$70
20%$177

(1)
Pull-through rate adjustments for individual loans are limited to adjustments that will increase the individual loan’s pull-through rate to 100%.

Credit Risk Transfer Arrangements

We hold CRT arrangements with Fannie Mae, pursuant to which we sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of an interest-only ownership interest in such loans. We carry the strips or derivative assets or liabilities relating to these transactions at fair value and recognize changes in the respective asset's or liability’s fair values in Net gains (losses) on investments and financings in the consolidated statements of operations.

A shift in the market for CRT arrangements or a change in our assessment of an input to the valuation of CRT arrangements can have a significant effect on the fair value of CRT arrangements and in our results of operations for the period. We believe that the most significant “Level 3” fair value inputs to the valuation of CRT arrangements are the pricing spread (discount rate) and the remaining loss expectation, which is influenced by the changes in the fair value of the properties securing the loans in the reference pool.

We held $1.1 billion of net CRT arrangement assets at December 31, 2024. Following is a summary of the effect on fair value of various changes to the pricing spread and property value shifts (which is used in the determination of estimated remaining credit losses) inputs used to estimate the fair value of our CRT arrangements as of December 31, 2024:

Effect on fair value of a change in pricing spread inputEffect on fair value of a change in property value
Change in inputEffect on fair valueChange in inputEffect on fair value
(in basis points)(in thousands)(in thousands)
(100)$39,939(15%)$(9,870)
(50)$19,678(10%)$(5,922)
(25)$9,768(5%)$(2,689)
25$(9,627)5%$2,216
50$(19,116)10%$4,050
100$(37,691)15%$5,566

Mortgage Servicing Rights

MSRs represent the value of a contract that obligates us to service the loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income. We carry all of our investments in MSRs at fair value and recognize changes in fair value in current period results of operations. Changes in fair value of MSRs are recognized as a component of Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in our consolidated statements of operations.

A shift in the market for MSRs or a change in our assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our results of operations for the period. We believe the most significant

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“Level 3” fair value inputs to the valuation of MSRs are the pricing spread (a component of the discount rate), prepayment speed and annual per-loan cost of servicing. We held $3.9 billion of MSRs at December 31, 2024. Following is a summary of the effect on fair value of various changes to these key inputs that we use in making our fair value estimates as of December 31, 2024:

Effect on fair value of a change in input
Change in inputPricing spreadPrepayment speedServicing cost
(in thousands)
(20%)$202,210$224,752$66,582
(10%)$98,637$108,682$33,291
(5%)$48,722$53,465$16,645
5%$(47,568)$(51,798)$(16,645)
10%$(94,018)$(102,010)$(33,291)
20%$(183,710)$(197,970)$(66,582)

The preceding asset analyses hold constant all of the inputs other than the input that is being changed to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, the preceding analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Critical Accounting Policies Not Tied to Fair Value

Consolidation—Variable Interest Entities

We enter into various types of transactions with special purpose entities (“SPEs”), which are trusts that are established for limited purposes. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer assets on our balance sheet to an SPE, which then issues various forms of interests in those assets to investors. In a securitization transaction, we typically receive cash and/or beneficial interests in the SPE in exchange for the assets we transfer.

SPEs are generally considered VIEs. A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the activities that most significantly impact the economic performance of the VIE. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. Expected residual returns represent the expected positive variability in the fair value of a VIE’s net assets.

When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. The primary beneficiary of a VIE must include the assets and liabilities of the VIE on its consolidated balance sheet. Therefore, our evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our consolidated balance sheet.

We evaluate the securitization trust into which assets are transferred to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For our financial reporting purposes, the underlying assets owned by the securitization VIEs that we presently consolidate are shown under Loans at fair value, Derivative assets, Mortgage servicing rights, Derivative and credit risk transfer strip liabilities and Deposits securing credit risk transfer agreements on our consolidated balance sheets:


The VIEs that hold loans we have securitized are shown as their constituent assets and liabilities- Loans at fair value, and the securities issued to third parties by the consolidated VIE are shown as Asset-backed financings of variable interest entities at fair value on our consolidated balance sheets. We include the interest earned on the loans held by the VIEs in Interest income and interest attributable to the asset-backed securities issued by the VIEs in Interest expense in our consolidated statements of operations. Changes in the fair value of loans held in the VIEs and the associated asset-backed financings are included in Net gains (losses) on investments and financings in our consolidated statements of operations.

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The VIEs that hold assets relating to our CRT arrangements are shown as their constituent assets and liabilities – the Deposit securing credit risk transfer agreements, Derivative assets and Derivative and credit risk liabilities which represent our IO ownership interest and obligation to absorb credit losses arising from the reference loans, and Interest-only security payable at fair value. We include the income we receive from the IO ownership interests and changes in fair value of the Derivative assets, Derivative and credit risk liabilities and Interest-only security payable at fair value in Net gains (losses) on investments and financings in our consolidated statements of operations.

The VIEs that hold participation certificates relating to our financing of MSRs are shown as the MSRs underlying the participation certificates and the liabilities financing the MSRs as Assets sold under agreements to repurchase and Notes payable secured by credit risk transfer and mortgage servicing assets. We include the interest expense incurred in these financings in Interest expense in our consolidated statements of operations.

Income Taxes

We have elected to be taxed as a REIT and believe we comply with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as we meet the requirements of certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. We provide for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We recognize the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. We establish a valuation allowance if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. We recognize a tax position that meets this standard as the largest amount that in our judgment exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies – Recently Issued Accounting Pronouncements to our consolidated financial statements for a discussion of recent accounting developments and the effect of these developments on us.

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Non-Cash Investment Income

A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments and recognition of the fair value of assets created and liabilities incurred in loan sales transactions. Because we have elected, or are required by accounting principles generally accepted in the United States (“GAAP”), to record certain of our financial assets (comprised of MBS, loans acquired for sale at fair value, loans at fair value and CRT strips), our derivatives, our MSRs, and our asset-backed financings and IO security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.

The amounts of net non-cash investment income items included in net investment income are as follows:

Year ended December 31,
202420232022
(dollars in thousands)
Net gains on investments and financings:
Mortgage-backed securities$(80,838)$74,984$(576,758)
Loans15,51617,439(300,478)
CRT arrangements56,161128,521(152,576)
Interest-only security payable at fair value(1,555)(10,742)(11,332)
Asset-backed financings at fair value(7,396)(13,678)283,586
(18,112)196,524(757,558)
Net gains on loans acquired for sale (1)309,113248,742620,813
Net loan servicing fees‒MSR valuation adjustments (2)353,763(36,504)796,071
$644,764$408,762$659,326
Net investment income$334,194$429,020$303,771
Non-cash items as a percentage of net investment income193%95%217%

(1)
Amount represents MSRs received, liability for representations and warranties incurred in loan sales transactions and changes in fair value of loans, IRLCs and hedging derivatives held at the end of the year.

(2)
Includes fair value changes due to changes in fair value inputs and fair value changes related to MSR derivative hedging instruments held at the end of the year.

We receive or pay cash relating to:


Our investment in MBS through monthly principal and interest payments from the issuer of such securities or from the sale of the investments;


Loan investments when the investments are paid down, paid off or sold, when payments of principal and interest occur on such loans or when the properties acquired in settlement of loans are sold;


CRT arrangements through a portion of the interest payments collected on loans in the CRT arrangements’ reference pools, interest payments from the investment of the deposits securing the arrangement in short-term investments and the release to us of the deposits securing the arrangements as principal on such loans is repaid;


MSRs in the form of loan servicing fees (including both base servicing and ESS) and placement fees on the deposits we manage on behalf of the borrowers and investors in the loans we service;


Hedging instruments when we receive or make margin deposits as the fair value of respective instruments change, when the instruments mature or when we effectively cancel the transactions through offsetting trades; and


Our liability for representations and warranties when we repurchase loans or settle loss claims from investors.

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Business Trends

The U.S. Federal Reserve has reduced the federal funds rate from its highest level since 2007 as inflationary pressures have abated, and longer term interest rates have decreased slightly from their most elevated levels in recent years. Elevated interest rates have constrained growth in the size of the mortgage origination market, which grew slightly from $1.5 trillion in 2023 to an estimated $1.7 trillion in 2024, and is expected to grow modestly to $2.0 trillion in 2025 according to mortgage industry economists.

Fluctuating interest rates and an increasing number of mortgage loans outstanding with interest rates near current levels have led to an increasing opportunity for refinancing which has driven increased mortgage production activity in 2024, and also led to increasing prepayment speeds on our mortgage servicing portfolio from the historically slow prepayment speeds experienced in 2023. Higher interest rate levels increased the costs of floating rate borrowings and interest income from placement fees we receive relating to custodial funds that we manage on deposits and loans held for sale as compared to 2023, although these items will be impacted in future periods by the reductions to the federal funds rate that the Federal Reserve has recently put into place. We have also continued our sales of conventional loans to PLS during 2024, and we intend to continue to sell a portion of our conventional loans to PLS until PLS becomes the initial purchaser of loans from correspondent sellers and begins transferring agreed-upon volumes of conventional correspondent loans to us during 2025 to optimize our use and allocation of capital.

The recent period of inflationary pressure and elevated interest rates may also lead to a reduction in economic activity and slowing home price growth or depreciation, which could lead to increasing mortgage delinquencies or defaults and increased losses. If these effects are realized, they could negatively affect the performance of our credit-sensitive assets such as our CRT arrangements or subordinate credit-linked notes and increase losses from our representations and warranties. However, many of the loans underlying our assets have favorable credit characteristics including low loan-to-value ratios, which are likely to help moderate the negative effects of credit performance in an economic downturn.

We are continuing to aggregate Agency eligible non-owner occupied loans and expect to continue investing in subordinate MBS generated from the securitization of these loans and other loan types in the private label market in 2025.

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Results of Operations

The following is a summary of our key performance measures:

Year ended December 31,
202420232022
(dollar amounts in thousands, except per common share amounts)
Net loan servicing fees$264,540$288,608$909,551
Loan production income (1)88,20958,08877,777
Net gains (losses) on investments and financings61,050178,099(658,787)
Net interest expense(79,396)(96,061)(26,626)
Other(209)2861,856
Net investment income334,194429,020303,771
Expenses191,546184,625240,684
Pretax income142,648244,39563,087
(Benefit from) provision for income taxes(18,336)44,741136,374
Net income (loss)160,984199,654(73,287)
Dividends on preferred shares41,81941,81941,819
Net income (loss) attributable to common shareholders$119,165$157,835$(115,106)
Pretax income by segment and corporate:
Credit sensitive strategies$123,112$230,304$(112,566)
Interest rate sensitive strategies15,58844,593207,802
Correspondent production56,98123,28527,557
Corporate operations(53,033)(53,787)(59,706)
$142,648$244,395$63,087
Annualized return on average common shareholders' equity8.4%11.1%(7.2)%
Earnings per common share
Basic$1.37$1.80$(1.26)
Diluted$1.37$1.63$(1.26)
Dividends per common share$1.60$1.60$1.81
December 31, 2024December 31, 2023
Total assets$14,408,706$13,113,887
Book value per common share$15.87$16.13
Closing price per common share$12.59$14.95

(1)
Include net gains on sales of loans and loan origination fees.

Our results of operations decreased by $38.7 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, reflecting the fair value performance of our MBS and MSRs and CRT-related investments, partially offset by increased loan production income and benefits from income taxes.

The decrease in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $68.9 million decrease in net gains on our CRT arrangements as market credit spreads (which represent the interest rate premium demanded by investors for instruments over those that are considered “risk free”) tightened less during the year ended December 31, 2024, compared to the year ended December 31, 2023.


Our interest rate sensitive strategies segment recognized a $24.1 million decrease in net servicing fees as well as a $23.9 million decrease in fair value of MBS caused by an increase in market interest rates during the year ended December 31, 2024, offset by a $24.1 million decrease in net interest expense compared to the year ended December 31, 2023.


Our correspondent production segment recognized a $33.3 million increase in gains on sales of loans during the year ended December 31, 2024, reflecting increased gain on sale margins for mortgage

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loans and a larger reduction of our liability for representations and warranties due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Our results of operations increased by $272.9 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflecting the effect of decreased losses on MBS, increased valuation of CRT-related investments and a reduced provision for income taxes, offset by the fair value performance of our MSR investments.

The increase in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $247.7 million increase in net gains on our CRT arrangements as credit spreads tightened due to supply and demand dynamics and an improving macroeconomic outlook compared to the year ended December 31, 2022, in which the macroeconomic outlook was worsening.


Our interest rate sensitive strategies segment benefited less from the slower rise in interest rates and reduced interest rate sensitivity of our assets during the year ended December 31, 2023, as compared to the year ended December 31, 2022, resulting in a $526.1 million increase in valuation gains on MBS, offset by a $620.9 million decrease in net servicing fees caused by lower valuations net of hedge impact in MSRs.


Our correspondent production segment recognized a $14.2 million increase in gains on sales of loans during the year ended December 31, 2023, reflecting a reduction of our liability for representations and warranties and improved gain on sale margins partially offset by reduced volume of sales to nonaffiliates.

Net Investment Income

Our net investment income is summarized below:

Year ended December 31,
202420232022
(in thousands)
Net loan servicing fees$264,540$288,608$909,551
Net gains on loans acquired for sale73,12439,85725,692
Loan origination fees15,08518,23152,085
Net gains (losses) on investments and financings61,050178,099(658,787)
Net interest expense(79,396)(96,061)(26,626)
Other(209)2861,856
$334,194$429,020$303,771

Net Loan Servicing Fees

Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:

Year ended December 31,
202420232022
(in thousands)
Loan servicing fees$659,364$676,446$651,251
Effect of MSRs and hedging results(394,824)(387,838)258,300
Net loan servicing fees$264,540$288,608$909,551

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Loan Servicing Fees

Following is a summary of our loan servicing fees:

Year ended December 31,
202420232022
(in thousands)
Contractually specified servicing fees$644,642$659,438$625,210
Ancillary and other fees:
Late charges4,0563,3522,526
Other10,66613,65623,515
14,72217,00826,041
$659,364$676,446$651,251
Average UPB of underlying loans$228,705,758$231,203,032$222,847,593

Loan servicing fees that relate to our MSRs are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees, such as late charges and reconveyance fees, and incentive fees we receive from the Agencies for loss mitigation activities as well as fees we charge to correspondent lenders for loans repaid by the borrower shortly after purchase.

The change in contractually-specified fees during the year ended December 31, 2024 is due primarily to the slight reduction in our MSR servicing portfolio, reflecting the shift of a portion of our loan sales from sales to nonaffiliates with servicing rights retained to sales to PLS that include the transfer of servicing rights to PLS. The change in contractually-specified fees during the year ended 2023, as compared to the year ended 2022, is due primarily to increased servicing fees resulting from the growth in our loan servicing portfolio.

Mortgage Servicing Rights and Hedging

We have elected to carry our servicing assets at fair value. Changes in fair value have two components: changes due to realization of the expected servicing cash flows and changes due to changes in inputs used to estimate fair value. We endeavor to moderate the effects of changes in fair value attributable to changes in fair value inputs (market conditions) primarily by entering into derivatives transactions.

Changes in fair value of MSRs and hedging results are summarized below:

Year ended December 31,
202420232022
(in thousands)
Change in fair value of MSRs
Changes in valuation inputs used in valuation model$217,182$87,811$819,727
Recapture income from PFSI2,1931,78413,744
Hedging results(226,608)(92,775)(204,879)
(7,233)(3,180)628,592
Realization of expected cash flows(387,591)(384,658)(370,292)
$(394,824)$(387,838)$258,300
Average balance of mortgage servicing rights$3,911,440$4,022,008$3,615,920

Changes in fair value due to changes in valuation inputs used in our valuation model are affected by the magnitude of the interest rate changes and the interest rate and prepayment sensitivities of the MSRs, which changes are based on the relationship of the interest rates of the underlying mortgages to the level of market interest rates. Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2024 reflect the effects of expectations for slower future prepayments of the underlying loans as a result of interest rates increasing more significantly during the year ended December 31, 2024 compared to the year ended December 31, 2023. Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2023 reflect the effects of slower increases in interest rates compared to the year ended December 31, 2022.

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The slight increase in recapture income from PFSI reflects the refinancing activity in our MSR portfolio during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease in recapture income in the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflects the effect of increases in interest rates on refinancing activities in our MSR portfolio. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.

Hedging results reflect valuation losses in hedges against interest rates during the year ended December 31, 2024 that are attributable to the effects of interest rate volatility and elevated hedge costs on the fair value of the hedging instruments. Our hedging activities are intended to manage our net exposure across all interest rate sensitive strategies, which include MSRs, MBS and related tax effects. Hedging results reflect valuation losses attributable to the effects of interest rate increases on the fair value of the hedging instruments in the year ended December 31, 2024, as compared to the year ended December 31, 2023. The loss from hedging activities decreased during the year ended December 31, 2023, as compared to the year ended December 31, 2022 due to a smaller increase in interest rates during the period as well as decreased prepayment sensitivity of the hedged MSRs resulting from higher interest rate levels leading to a reduced amount of required hedges.

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized.

Following is a summary of our loan servicing portfolio:

December 31, 2024December 31, 2023
(in thousands)
UPB of loans outstanding$226,237,613$228,838,471
Collection status (UPB)
Delinquency:
30-89 days delinquent$2,645,952$2,184,500
90 or more days delinquent:
Not in foreclosure$1,084,587$1,029,962
In foreclosure$106,092$85,045
Bankruptcy$285,163$185,320

Following is a summary of characteristics of our MSR servicing portfolio as of December 31, 2024:

Average
Loan typeUnpaid principal balanceLoan countNote rateSeasoning (months)Remaining maturity (months)Loan sizeFICO credit score at originationOriginal LTV (1)Current LTV (1)60+ Delinquency (by UPB)
(Dollars and loan count in thousands)
Agency:
Fannie Mae$111,745,0704313.8%50299$25975775%52%1.0%
Freddie Mac110,335,6923933.8%40307$28176175%56%0.6%
Other (2)4,156,851165.0%37320$26876172%57%0.7%
$226,237,6138403.8%45303$27075975%54%0.8%

(1)
Loan-to-value.

(2)
Represents MSRs on conventional loans sold to private investors.

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Net Gains on Loans Acquired for Sale

Our net gains on loans acquired for sale are summarized below:

Year ended December 31,
202420232022
(in thousands)
From non-affiliates:
Cash losses:
Sales of loans$(198,613)$(278,128)$(1,196,384)
Hedging activities(45,445)62,081596,295
(244,058)(216,047)(600,089)
Non-cash gains:
Receipt of MSRs in loan sale transactions219,001292,527670,343
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales(1,246)(2,449)(4,442)
Reduction in liability due to change in estimate20,26915,2284,227
19,02312,779(215)
Changes in fair value of financial instruments held at end of year:
Interest rate lock commitments(7,089)8,010(2,928)
Loans12,837(7,129)(4,057)
Hedging derivatives65,341(57,445)(42,330)
71,089(56,564)(49,315)
309,113248,742620,813
Total from nonaffiliates65,05532,69520,724
From PFSI—cash8,0697,1624,968
$73,124$39,857$25,692
Interest rate lock commitments issued on loans acquired for sale:
To nonaffiliates$15,995,449$17,146,686$39,439,263
To PFSI83,669,85573,949,65851,592,640
$99,665,304$91,096,344$91,031,903
Acquisition of loans for sale (UPB):
To nonaffiliates$13,446,484$14,898,301$37,090,031
To PFSI81,129,33171,601,39149,533,119
$94,575,815$86,499,692$86,623,150

The changes in Net gains on loans acquired for sale during the year ended December 31, 2024, as compared to the same periods in 2023 and 2022, reflect increased gain on sale margins for mortgage loans supplemented by the effect of a reduction in our liability for representations and warranties.

Non-cash elements of gain on sale of loans:

Interest Rate Lock Commitments

Our Net gains on loans acquired for sale include our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains before we purchase the loans. These gains are reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair values of our IRLCs as the loan acquisition process progresses until we complete the acquisitions or the commitments are canceled. Such adjustments are included in our Net gains on loans acquired for sale at fair value. The fair values of our IRLCs become part of the carrying values of our loans when we complete the purchases of the loans. The methods and key inputs we use to measure the fair values of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

The MSRs and liabilities for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our income in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our income.

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Mortgage Servicing Rights

The methods we use to measure and update the measurements of our MSRs as well as the effect of changes in valuation inputs on MSR fair value are detailed in Note 7 – Fair Value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Liability for Losses Under Representations and Warranties

We recognize liabilities for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties we provide require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects, reimburse the investor for its loss or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit losses on the loans. Our credit losses may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.

We recorded a provision for losses relating to representations and warranties relating to current loan sales of $1.2 million, $2.4 million and $4.4 million as part of our loan sales in each of the years ended December 31, 2024, 2023 and 2022, respectively. The decrease in the provision relating to current loan sales reflects the decrease of our loan sales volume to nonaffiliates and reduced default and loss-given default assumptions.

Following is a summary of the indemnification, repurchase and loss activity and balances of loans subject to representations and warranties:

Year ended December 31,
202420232022
(in thousands)
Indemnification activity (UPB):
Loans indemnified at beginning of year$12,123$8,108$2,782
New indemnifications3,7067,0626,009
Less: indemnified loans sold, repaid or refinanced5403,047683
Loans indemnified at end of year$15,289$12,123$8,108
Indemnified loans indemnified by correspondent lenders at end of year$5,772$4,521$1,312
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of year$5,488$4,190$2,670
Repurchase activity (UPB):
Loans repurchased$35,493$59,068$92,293
Less:
Loans repurchased by correspondent sellers26,91351,36977,813
Loans resold or repaid by borrowers6,06812,59626,584
Net loans repurchased (resolved) with losses chargeable to liability to representations and warranties$2,512$(4,897)$(12,104)
Losses charged to liability for representations and warranties$234$549$993
At end of year:
Loans subject to representations and warranties$222,063,618$227,456,712$228,339,312
Liability for representations and warranties$6,886$26,143$39,471

The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases, as the loans outstanding season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.

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The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severities of loss in the event of default and the probabilities of reimbursement by the correspondent loan sellers. We establish a liability at our estimate of its fair value at the time loans are sold and review our liability estimate on a periodic basis and adjust the liability for estimated losses in excess of the recorded liability.

The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.

We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their Recourse Obligations to us. Such adjustments may be material to our financial position and income in future periods.

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded $20.3 million, $15.2 million and $4.2 million reductions in liability for representations and warranties during the years ended December 31, 2024, 2023 and 2022, respectively, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. Loan origination fees decreased during the year ended December 31, 2024, as compared to the years ended December 31, 2023 and 2022, reflecting the overall decrease in our purchase volume of loans for sale from nonaffiliates during 2024.

Net gains (losses) on investments and financings

Net gains (losses) on investments and financings are summarized below:

Year ended December 31,
202420232022
(in thousands)
Mortgage-backed securities$(80,838)$74,984$(576,758)
Loans at fair value15,51617,439(300,478)
CRT arrangements113,670182,555(65,137)
Asset-backed financings at fair value(7,396)(13,678)283,586
Hedging derivatives20,098(83,201)
$61,050$178,099$(658,787)

The decrease in net gains on investments for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to losses from our investments in MBS as interest rates increased and reduced gains in our CRT arrangements as credit spreads did not tighten to the same degree during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase in net gains on investments for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to improved performance from our investments in MBS and CRT arrangements as interest rates increased at a slower rate during 2023 as compared to 2022, reducing losses on MBS, and credit spreads tightened in 2023 as compared to widening in 2022, which benefited the fair value of our investment in CRT arrangements.

Mortgage-Backed Securities

During the year ended December 31, 2024, we recognized net valuation losses of $80.8 million compared to valuation gains of $75.0 million for the year ended December 31, 2023. The losses recognized during the year ended December 31, 2024 reflect more significant increases in interest and mortgage rates and reduced tightening in credit spreads during the period as compared to the year ended December 31, 2023.

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The gain recognized during the year ended December 31, 2023, compared to valuation losses for the year ended December 31, 2022, reflect a slower rate of increase in interest rates during the year ended December 31, 2023.

Loans at Fair Value – Held in VIEs and Asset-backed Financings at Fair Value

Loans at fair value held in VIEs and Asset-backed financings at fair value recorded combined net valuation gains of $8.1 million during the year ended December 31, 2024, as compared to net gains of $3.8 million and net losses of $16.9 million during the years ended 2023 and 2022, respectively. The net gain during the year ended December 31, 2024 reflects the effect of credit spread tightening on our net investments secured by jumbo loans and investment properties.

CRT Arrangements

The activity in and balances relating to our CRT arrangements are summarized below:

Year ended December 31,
202420232022
(in thousands)
Net investment income:
Net gains (losses) on investments and financings
CRT derivatives and strips:
CRT derivatives
Realized$13,491$18,524$38,382
Valuation changes13,52938,020(42,220)
27,02056,544(3,838)
CRT strips
Realized45,57346,25260,389
Valuation changes42,63290,501(110,356)
88,205136,753(49,967)
Interest-only security payable at fair value - valuation changes(1,555)(10,742)(11,332)
113,670182,555(65,137)
Interest income — Deposits securing CRT arrangements59,30462,71321,324
$172,974$245,268$(43,813)
Net payments made (recoveries received) to settle losses (recoveries) on CRT arrangements$1,633$3,523$(19,016)

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December 31, 2024December 31, 2023
(in thousands)
Carrying value of CRT arrangements:
Derivative assets - CRT derivatives$29,377$16,160
CRT strip liabilities(4,060)(46,692)
Deposits securing CRT arrangements1,110,7081,209,498
Interest-only security payable at fair value(34,222)(32,667)
$1,101,803$1,146,299
CRT arrangement assets pledged to secure borrowings:
Derivative assets$29,377$16,160
Deposits securing CRT arrangements (1)$1,110,708$1,209,498
UPB of loans underlying CRT arrangements$21,249,304$23,152,230
Collection status (UPB):
Delinquency
Current$20,628,148$22,531,905
30-89 days delinquent$414,605$411,991
90-180 days delinquent$131,191$120,011
180 or more days delinquent$51,343$64,647
Foreclosure$24,017$23,676
Bankruptcy$63,697$58,696

(1)
Deposits securing credit risk transfer strip liabilities also secure $4.1 million and $46.7 million in CRT strip liabilities at December 31, 2024 and December 31, 2023, respectively.

The performance of our investments in CRT arrangements during the years ended December 31, 2024 and 2023 reflect credit spread tightening for CRT securities in the credit markets. This contrasts with CRT investments' fair value losses during the same period in 2022, when credit spreads widened.

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Net Interest Expense

Net interest expense is summarized below:

Year ended December 31, 2024Year ended December 31, 2023Year ended December 31, 2022
InterestInterestInterestInterestInterestInterest
income/Averageyield/income/Averageyield/income/Averageyield/
expensebalancecost %expensebalancecost %expensebalancecost %
(dollars in thousands)
Assets:
Cash and short-term investments$29,323$489,6695.99%$25,046$497,1675.05%$6,912$332,2512.09%
Mortgage-backed securities237,7584,107,1005.79%248,7134,620,7155.40%133,6403,559,8693.76%
Loans acquired for sale83,3261,249,4236.67%93,9881,439,3736.55%103,3001,938,4705.34%
Loans at fair value58,7151,468,6874.00%56,8741,451,6323.93%59,4821,615,9823.69%
Deposits securing CRT arrangements59,3041,163,9705.09%62,7131,270,2984.95%21,3241,468,2191.46%
468,4268,478,8495.52%487,3349,279,1855.27%324,6588,914,7913.65%
Placement fees relating to custodial funds163,891149,48457,961
Other2,9463,0891,175
$635,263$8,478,8497.49%$639,907$9,279,1856.92%$383,794$8,914,7914.32%
Liabilities:
Assets sold under agreements to repurchase$331,800$5,478,0376.06%$378,367$6,306,6276.02%$165,436$5,625,3452.95%
Mortgage loan participation purchase and sale agreements1,29217,8527.24%1,36519,0797.17%1,02330,0243.42%
Notes payable secured by credit risk transfer and mortgage servicing assets261,0082,883,3799.05%257,6012,969,1748.70%137,0212,646,5975.19%
Unsecured senior notes48,000704,2796.82%34,969561,8776.24%33,368541,2336.18%
Asset-backed financings55,7631,612,0653.46%49,9881,354,8033.70%53,5701,512,5903.55%
697,86310,695,6126.52%722,29011,211,5606.46%390,41810,355,7893.78%
Interest shortfall on repayments of loans serviced for Agency securitizations7,1445,47715,806
Interest on loan impound deposits7,0996,3534,196
Other2,5531,848
714,659$10,695,6126.68%735,968$11,211,5606.58%410,420$10,355,7893.97%
$(79,396)$(96,061)$(26,626)

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The effects of changes in the yields and costs and composition of our investments on our net interest expense are summarized below:

Year ended December 31, 2024Year ended December 31, 2023
vs.vs.
Year ended December 31, 2023Year ended December 31, 2022
Increase (decrease) due to changes inIncrease (decrease) due to changes in
RateVolumeTotalRateVolumeTotal
(in thousands)
Assets:
Cash and short-term investments$4,656$(379)$4,277$13,441$4,693$18,134
Mortgage-backed securities17,571(28,526)(10,955)68,21346,860115,073
Loans acquired for sale1,752(12,414)(10,662)20,481(29,793)(9,312)
Loans at fair value1,1047371,8413,685(6,293)(2,608)
Deposits securing CRT arrangements1,841(5,250)(3,409)44,630(3,241)41,389
26,924(45,832)(18,908)150,45012,226162,676
Placement fees relating to custodial funds14,40791,523
Other(143)1,914
$26,924$(45,832)$(4,644)$150,450$12,226$256,113
Liabilities:
Assets sold under agreements to repurchase$2,618$(49,185)$(46,567)$190,722$22,209$212,931
Mortgage loan participation purchase and sale agreements12(85)(73)817(475)342
Notes payable secured by credit risk transfer and mortgage servicing assets10,703(7,296)3,407102,15518,425120,580
Senior notes3,4749,55713,0313191,2821,601
Asset-backed financings(3,384)9,1595,7752,173(5,755)(3,582)
13,423(37,850)(24,427)296,18635,686331,872
Interest shortfall on repayments of loans serviced for Agency securitizations1,667(10,329)
Interest on loan impound deposits7462,157
Other7051,848
13,423(37,850)(21,309)296,18635,686325,548
$13,501$(7,982)$16,665$(145,736)$(23,460)$(69,435)

The decrease in net interest expense during the year ended December 31, 2024, as compared to the same period in 2023, is due to yields on our interest-earning assets which increased faster than the cost of our interest-bearing liabilities and the increase in earnings from placement fees relating to custodial funds managed for borrowers and investors.

The increase in net interest expense during the year ended December 31, 2023, as compared to the year ended December 31, 2022 is due to an increase in interest costs attributable to financing non-interest earning MSR assets, partially offset by an increase in placement fees relating to custodial funds we manage on behalf of borrowers and investors in our MSR portfolio and reduced interest shortfall on repayments of loans serviced from Agency securitization.

75

Expenses

Our expenses are summarized below:

Year ended December 31,
202420232022
(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees$83,252$81,347$81,915
Management fees28,62328,76231,065
Loan fulfillment fees26,29127,82667,991
Professional services12,7797,6219,569
Loan collection and liquidation6,8344,5625,396
Compensation5,6087,1065,941
Safekeeping4,4033,7668,201
Loan origination3,3284,60212,036
Other20,42819,03318,570
$191,546$184,625$240,684

Expenses increased by $6.9 million, or 4%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023, and decreased $56.1 million, or 23%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, as discussed below.

Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

Year ended December 31,
202420232022
(in thousands)
Loan servicing fees:
Loans acquired for sale$525$680$1,018
Loans at fair value591208529
Mortgage servicing rights82,13680,45980,368
$83,252$81,347$81,915
Average investment in loans:
Acquired for sale$1,249,423$1,439,373$1,938,470
At fair value$1,468,687$1,451,632$1,615,982
Average MSR portfolio unpaid principal balance$228,705,758$231,203,032$222,847,593
MSR recapture fees$2,193$1,784$13,744
UPB of loans recaptured$353,710$315,412$2,533,115

Loan servicing fees increased by $1.9 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, and decreased by $568,000 during the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflecting a slight increase in delinquent loan servicing costs in our MSR portfolio during the year ended December 31, 2024 compared to the year ended December 31, 2023 and 2022.

Management Fees

Management fees payable to PCM are summarized below:

Year ended December 31,
202420232022
(in thousands)
Base$28,623$28,762$31,065
Average shareholders' equity amounts used to calculate base management fee expense$1,908,287$1,917,642$2,079,851

76

Management fees decreased by $139,000 during the year ended December 31, 2024, compared to the year ended 2023, and $2.3 million during the year ended December 31,2023, compared to the year ended December 31, 2022. This decrease reflects the effect of the decrease in our average shareholders’ equity on our base management fee.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans and are summarized below:

Year ended December 31,
202420232022
(in thousands)
Loan fulfillment fees earned by PLS$26,291$27,826$67,991
UPB of loans fulfilled by PLS$13,446,484$14,898,301$37,090,031

Fulfillment fees decreased by $1.5 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and by $40.2 million during the year ended 2023 as compared to the same period in 2022. The decrease during the years ended 2024 and 2023 were due to a decrease in loan production volume sold to non-affiliates. Our loan fulfillment fee structure is described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

Professional services

Professional services expenses increased by $5.2 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to increased legal and consulting fees as a result of our securitization activities during the year ended December 31, 2024 as compared to the year ended December 31, 2023. Professional services expenses decreased by $1.9 million during the year ended December 31, 2023 due to a decrease in legal and consulting fees.

Loan collection and liquidation

Loan collection and liquidation expenses increased by $2.3 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to increased servicing cost related to delinquent loans serviced for

the Agencies' foreclosure avoidance programs and decreased $834,000 during the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to the reduction in our portfolio of nonperforming mortgage loans and the non-recurrence of the borrower assistance expenses we incurred relating to loans in our CRT reference pools.

Compensation

Compensation expense decreased $1.5 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, and increased $1.2 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, respectively, primarily due to the volatility of expectations in achieving performance targets included in certain performance-based restricted share awards.

Loan origination

Loan origination expenses decreased by $1.3 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, and $7.4 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily reflecting a decrease in our loan originations purchased for sale to non-affiliates across the three-year period.

Other Expenses

Other expenses are summarized below:

Year ended December 31,
202420232022
(in thousands)
Common overhead allocation from PFSI$7,909$7,492$8,588
Bank service charges2,3392,0242,262
Technology2,1582,0462,058
Insurance1,9571,9351,622
Other6,0655,5364,040
$20,428$19,033$18,570

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Income Taxes

We have elected to treat our subsidiary, PennyMac Corp. (“PMC”), as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of operations.

The Company’s effective tax rate was -12.9% for the year ended December 31, 2024 and 18.3% for the year ended December 31, 2023. The Company’s TRS recognized a tax benefit of $18.6 million on a pretax loss of $57.9 million while the Company’s consolidated pretax income was $142.6 million for the year ended December 31, 2024. For 2023, the TRS recognized tax expense of $41.9 million on pretax income of $155.0 million while the Company’s reported consolidated pretax income was $244.4 million. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2024, the valuation allowance remains zero as a result of cumulative GAAP income at the TRS for the three-year period ended December 31, 2024. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning before January 1, 2026, the 2017 Tax Cuts and Jobs Act (subject to certain limitations) provides a 20% deduction from taxable income for ordinary REIT dividends.

Below is a reconciliation of GAAP year to date results of operations to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

Taxable income (loss)
GAAP net incomeGAAP/tax differencesTotal taxable income (loss)Taxable subsidiariesREIT
Year ended December 31, 2024(in thousands)
Net investment income
Net loan servicing fees$264,540$287,409$551,949$551,949$
Net gains on loans acquired for sale73,124(250,698)(177,574)(177,574)
Loan origination fees15,08515,08515,085
Net gains (losses) on investments and financings61,05021,42282,47216,19666,276
Net interest expense(79,396)57,334(22,062)(168,142)146,080
Results of real estate acquired in settlement of loans(437)147(290)(290)
Other228228228
Net investment income334,194115,614449,808237,452212,356
Expenses191,5461,225192,771161,96530,806
REIT dividend deduction181,550181,550181,550
Total expenses and dividend deduction191,546182,775374,321161,965212,356
Income before provision for (benefit from) income taxes142,648(67,161)75,48775,487
Provision for (benefit from) income taxes(18,336)18,336
Net income (loss)$160,984$(85,497)$75,487$75,487$

78

Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31,December 31,
20242023
(in thousands)
Assets
Cash and short-term investments$440,892$409,423
Mortgage-backed securities at fair value4,063,7064,836,292
Loans acquired for sale at fair value2,116,318669,018
Loans at fair value2,193,5751,433,820
Derivative assets56,840177,984
Deposits securing credit risk transfer arrangements1,110,7081,209,498
Mortgage servicing rights3,867,3943,919,107
13,849,43312,655,142
Other559,273458,745
Total assets$14,408,706$13,113,887
Liabilities
Debt:
Short-term$6,512,531$5,624,558
Long-term:
Recourse3,535,6503,511,063
Non-recourse2,074,5971,369,398
5,610,2474,880,461
12,122,77810,505,019
Other347,428651,778
Total liabilities12,470,20611,156,797
Shareholders’ equity1,938,5001,957,090
Total liabilities and shareholders’ equity$14,408,706$13,113,887

Total assets increased by approximately $1.3 billion, or 10%, from December 31, 2023 to December 31, 2024, primarily due to an increase of $1.4 billion in Loans acquired for sale at fair value, an increase of $759.8 million in Loans at fair value, offset by a decrease of $772.6 million in Mortgage-backed securities at fair value, a decrease of $98.8 million in Deposits securing credit risk transfer arrangements and a $51.7 million decrease in MSRs.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

Following is a summary of our correspondent production acquisitions at fair value:

Year ended December 31,
202420232022
(in thousands)
Correspondent loan purchases:
GSE-Eligible Loans (1)$54,294,006$46,395,294$41,575,252
Government insured or guaranteed (2)42,066,82841,103,97446,562,853
Jumbo loans393,2224,2345,029
Advances to home equity lines of credit10102132
$96,754,066$87,503,604$88,143,266

(1)
GSE eligibility refers to the eligibility of loans for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its GSE eligible loan production to or with other investors, including PLS.

(2)
The Company sells all of its loans eligible for inclusion in Ginnie Mae securities to PLS. The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed loans.

79

The Company earns a sourcing fee for all loans that it purchases from correspondent sellers and subsequently sells to PLS as described in Note 4 – Transactions with Related Parties – Operating Activities – Correspondent Production Activities.

During the year ended December 31, 2024, we purchased for sale $96.8 billion in fair value of correspondent production loans as compared to $87.5 billion and $88.1 billion during the same periods in 2023 and 2022, respectively.

Other Investment Activities

Following is a summary of our net acquisitions (sales) of mortgage-related investments held in our credit sensitive strategies and interest rate sensitive strategies segments:

Year ended December 31,
202420232022
(in thousands)
Credit sensitive assets:
Subordinate credit-linked securities$(111,044)$87,346$184,670
Loans secured by investment properties, net of associated asset-backed financing51,81223,485
$(59,232)$87,346$208,155
Interest rate sensitive assets:
Agency fixed-rate pass-through securities(830,296)308,7422,424,778
Principal-only stripped mortgage-backed securities638,09846,763
Senior non-Agency securities99,80328,819
Interest-only stripped mortgage-backed securities103,547
Loans secured by non-owner occupied properties12,441
Mortgage servicing rights:
Purchases29,42916,258
Received in loan sales (1)88,706187,431670,343
(61,622)762,5443,123,940
$(120,854)$849,890$3,332,095

(1)
Net of exchange of mortgage servicing spread for IO stripped MBS.

Our acquisitions during the years ended December 31, 2024, 2023 and 2022 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

December 31, 2024December 31, 2023
AverageAverage
FairPrincipal/LifeFairPrincipal/Life
valuenotional(in years)Couponvaluenotional(in years)Coupon
(dollars in thousands)
Agency pass-through securities$3,079,492$3,132,0058.75.4%$4,270,056$4,311,3427.65.1%
Principal-only stripped securities596,300776,4556.70.1%53,33665,5733.30.0%
Subordinate credit-linked securities196,472174,8133.612.4%301,180275,9634.312.4%
Senior non-Agency securities105,182111,4799.25.1%117,489124,7717.05.1%
Interest-only stripped securities86,260386,0408.04.8%94,231419,7917.34.9%
$4,063,706$4,580,792$4,836,292$5,197,440

80

Credit Risk Transfer Arrangements

Following is a summary of our investment in CRT arrangements:

December 31, 2024December 31, 2023
(in thousands)
Carrying value of CRT arrangements:
Derivative assets - CRT derivatives$29,377$16,160
Derivative and credit risk transfer strip liabilities- CRT strips(4,060)(46,692)
Deposits securing CRT arrangements1,110,7081,209,498
Interest-only security payable at fair value(34,222)(32,667)
$1,101,803$1,146,299
UPB of loans subject to credit guarantee obligations$21,249,304$23,152,230

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of December 31, 2024:

Year of origination
202020192018201720162015Total
(in millions)
UPB:
Outstanding$4,363$9,883$2,544$2,146$1,763$550$21,249
Liquidations:
Balances$1.1$9.9$59.9$165.0$124.5$61.6$421.9
Losses$$0.9$5.8$20.6$13.2$7.5$48.0
Modifications (1):
Balances$68.8$554.8$307.6$$$$931.3
Losses$1.9$21.1$16.2$$$$39.2
Weighted average:
Original debt-to income ratio33.5%35.9%39.1%36.5%35.1%35.7%35.8%
Origination FICO credit score765754736745751743753
Origination loan-to value ratio80.7%83.3%83.5%82.4%80.6%80.9%82.4%
Current loan-to value ratio (2)49.9%49.7%47.4%42.3%38.4%36.0%47.4%

(1)
Includes only modifications that generate losses according to the terms of the CRT arrangements.

(2)
Based on current UPB compared to estimated fair value of the property securing the loan.

Year of origination
Distribution by state202020192018201720162015Total
(in millions)
California$461$980$320$230$345$106$2,442
Florida478948327224185482,210
Texas516853204183217812,054
Virginia2354369199123531,037
Maryland17342511612411631985
Other2,5006,2411,4861,28677723112,521
$4,363$9,883$2,544$2,146$1,763$550$21,249

81

Year of origination
Regional geographic distribution (1)202020192018201720162015Total
(in millions)
Southeast$1,480$3,375$910$736$551$167$7,219
Southwest1,1322,1764764203231124,639
West9392,0526394725031494,754
Northeast4081,244301314228832,578
Midwest4041,036218204158392,059
$4,363$9,883$2,544$2,146$1,763$550$21,249

(1)
Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, WV; Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK, TX, UT; West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY; Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT, VI and Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD, WI.

Year of origination
Collection status202020192018201720162015Total
(in millions)
Delinquency
Current - 89 Days$4,340$9,778$2,490$2,133$1,752$547$21,040
90 - 179 Days1565311092132
180+ Days5301421153
Foreclosure31091124
$4,363$9,883$2,544$2,146$1,763$550$21,249
Bankruptcy$6$32$15$5$6$1$65

Cash Flows

Our cash flows for the years ended December 31, 2024, 2023 and 2022 are summarized below:

Year ended December 31,
202420232022
(in thousands)
Operating activities$(2,702,883)$1,340,173$1,784,471
Investing activities1,360,396(21,726)(1,867,474)
Financing activities1,399,096(1,149,228)135,886
Net cash flows$56,609$169,219$52,883

Our cash flows resulted in a net increase in cash of $56.6 million during the year ended December 31, 2024, as discussed below.

Operating activities

Cash used in operating activities totaled $2.7 billion during the year ended December 31, 2024, as compared to cash provided by our operating activities of $1.3 billion and $1.8 billion during the years ended December 31, 2023 and 2022, respectively. Cash flows from operating activities are most influenced by cash flows from loans acquired for sale as shown below:

Year ended December 31,
202420232022
(in thousands)
Operating cash flows from:
Loans acquired for sale$(2,377,330)$815,464$1,417,213
Other(325,553)524,709367,258
$(2,702,883)$1,340,173$1,784,471

82

Cash flows from loans acquired for sale primarily reflect changes in the level of production inventory as well as cash flows relating to associated hedging activities from the beginning to end of the years presented. Our inventory of loans held for sale increased during the year ended December 31, 2024 compared to decreases in the years ended December 31, 2023 and 2022, respectively. The negative other operating cash flows during 2024 represent an increase in margin deposits of $221.9 million along with a reduction in accounts payable and accrued liabilities of approximately $216.1 million, a change of approximately $410.2 million compared to the increase of approximately $120.9 million in 2023.

Investing activities

Net cash provided by our investing activities was $1.4 billion for the years ended December 31, 2024 compared to net cash used in our investing activities of $21.7 million and $1.9 billion for the years ended December 31, 2023 and December 31, 2022, respectively, primarily due to our net sale of MBS.

Financing activities

Net cash provided by our financing activities was $1.4 billion for the year ended December 31, 2024, as compared to net cash used in our financing activities of $1.1 billion for the year ended December 31, 2023. This change primarily reflects the increase in borrowings required to finance the increase in inventory of loans held for sale during the year ended December 31, 2024.

Net cash used in our financing activities was $1.1 billion for the year ended December 31, 2023, as compared to net cash provided by our financing activities of $135.9 million for the year ended December 31, 2022. This change primarily reflects changes in financing requirements relating to loans acquired for sale.

As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent sellers, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.

On March 15, 2024, the Company, PMT ISSUER TRUST-FMSR and PMT CO-ISSUER TRUST-FMSR (together, the

"Issuer Trusts"), PMT and PennyMac Holdings, LLC (“PMH”) entered into a Series 2024-VF1 Note with Goldman Sachs Bank, USA, as part of the structured finance transaction that PMC uses to finance Fannie Mae MSRs and related excess servicing spread and servicing advance receivables. The initial two-year term of the Series 2024-VF1 Note is set to expire on March 15, 2026, at which point the Series 2024-VF1 Note amortizes over 12 months prior to termination.

On April 4, 2024, we issued in a private offering $247 million aggregate principal amount of CRT term notes that mature on March 29, 2027 at a rate of 3.35% over the Secured Overnight Financing Rate.

On May 24, 2024 and June 4, 2024, PMC issued in a private offering $216.5 million aggregate principal amount of exchangeable senior notes due 2029 (the “2029 Exchangeable Notes”) that mature on June 1, 2029 at a rate of 8.500% per year. The 2029 Exchangeable Notes are fully and unconditionally guaranteed by PMT. Upon exchange, PMC will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver, as the case may be, cash, Common Shares, or a combination thereof, at PMT’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the 2029 Exchangeable Notes to be exchanged. The exchange rate initially equals 63.3332 Common Shares per $1,000 principal amount of the 2029 Exchangeable Notes.

83

On June 27, 2024, the Company, the Issuer Trusts, PMC and PMH issued an aggregate principal amount of $355 million in secured term notes (the “Series 2024-FT1 Term Notes”) as part of the structured finance transaction that PMC and PMH use to finance Fannie Mae MSRs and related excess servicing spread and servicing advance receivables. The initial 3.5 year term of the Series 2024-FT1 Term Notes is set to mature on December 27, 2027, unless the Company exercises a six-month optional extension.

On December 20, 2024, the Company, the Issuer Trusts, PMC and PMH entered into a secured term note (the “Series 2024-VF2 Note”) with Citibank, N.A., as part of the structured finance transaction that PMC uses to finance Fannie Mae mortgage servicing rights and related excess servicing spread and servicing advance receivables. The initial term of the Series 2024-VF2 Note is set to expire on June 26, 2026 and the maximum principal balance of the Series 2024-VF2 Note is $1 billion and the aggregate committed amount is $500 million.

Debt Financing

Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements that have allowed us to match the term of our borrowings more closely to the expected lives of the assets securing those borrowings. We have also borrowed money by issuing unsecured senior notes.

Sales of Assets Under Agreements to Repurchase

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:

Year ended December 31,
Assets sold under agreements to repurchase202420232022
(in thousands)
Average balance outstanding$5,478,037$6,306,627$5,625,345
Maximum daily balance outstanding$7,865,435$9,460,676$8,834,936
Ending balance$6,500,938$5,624,558$6,616,528

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $11.6 billion at December 31, 2024.

Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:


The transactions relating to loans and REO under agreements to repurchase generally provide for terms of approximately one to two years;


The transactions relating to loans under mortgage loan participation purchase and sale agreements provide for terms of approximately one year;


The transactions relating to assets under notes payable provide for terms ranging from two to five years; and


All repurchase agreements that matured between December 31, 2024 and the date of this Report have been renewed, extended or replaced.

84

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our Assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2024:

CounterpartyAmount at risk
(in thousands)
Goldman Sachs & Co. LLC$261,789
Atlas Securitized Products, L.P.110,744
Citibank, N.A.99,334
Bank of America, N.A.66,870
JPMorgan Chase & Co.60,871
Wells Fargo Securities, LLC29,466
Barclays Capital Inc.24,460
RBC Capital Markets, L.P.18,420
Santander US Capital14,310
Morgan Stanley & Co. LLC13,879
Bank of Montreal7,215
Daiwa Capital Markets America Inc.5,149
Mizuho Financial Group3,968
BNP Paribas319
$716,794

All debt financing arrangements that matured between December 31, 2024 and the date of this Report have been renewed, extended or replaced.

Unsecured Senior Notes

In September 2023, we issued $53.5 million principal amount of our unsecured 8.50% senior notes due September 30, 2028 (the “2028 Senior Notes”). The 2028 Senior Notes bear interest at a rate of 8.50% per year payable quarterly.

On or after September 30, 2025, we may redeem for cash all or any portion of the 2028 Senior Notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the 2028 Senior Notes.

The 2028 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by PMC, including the due and punctual payment of principal of and interest on the 2028 Senior Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise (the “PMC Guarantee”). PMC’s operations and investing activities are centered in residential mortgage-related assets, including the creation of and investment in MSRs.

Under the terms of the PMC Guarantee, holders of the 2028 Senior Notes will not be required to exercise their remedies against us before they proceed directly against PMC. PMC’s obligations under the guarantee are limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of PMC, result in the guarantee constituting a fraudulent transfer or conveyance. The PMC Guarantee will:


rank equal in right of payment to any of PMC’s existing and future unsecured and unsubordinated indebtedness and guarantees of PMC;


be effectively subordinated in right of payment to any of PMC’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness or guarantees; and


be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by PMC) preferred stock, if any, of PMC’s subsidiaries and of any entity PMC accounts for using the equity method of accounting.

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The following summarized financial information for PMT and PMC is presented on a combined basis. Intercompany balances and transactions between PMT and PMC have been eliminated:

December 31, 2024
(in thousands)
Loans acquired for sale at fair value$2,116,318
Mortgage servicing rights at fair value3,887,525
Other assets
From nonaffiliates677,343
From PFSI16,014
From non-issuer or non-guarantor subsidiaries469,645
Total assets$7,166,845
Total liabilities
Payable to nonaffiliates$1,626,218
Payable to non-issuer or non-guarantor subsidiaries5,173,580
Payable to PFSI21,320
$6,821,118
Year ended December 31, 2024
(in thousands)
Net investment income
From nonaffiliates$466,625
From PFSI10,262
From non-issuer or non-guarantor subsidiaries (1)(444,882)
Expenses
From nonaffiliates39,575
From PFSI121,805
Pre-tax loss(129,375)
Benefit from income taxes(31,632)
Net loss$(97,743)

(1)
Excludes equity in earnings of non-guarantor subsidiaries.

Debt Covenants

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:


a minimum of $75 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $75 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PMC and PMH; a minimum of $25 million in unrestricted cash and cash equivalents at PMC; and a minimum of $10 million in unrestricted cash and cash equivalents at PMH;


a minimum tangible net worth for the Company of $1.25 billion; a minimum tangible net worth for our Operating Partnership of $1.25 billion; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $300 million;


a maximum ratio of total indebtedness to tangible net worth of less than 10:1 for PMC and PMH and 10:1 for the Company and our Operating Partnership; and


at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

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PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:


a minimum in unrestricted cash and cash equivalents of $100 million;


a minimum tangible net worth of $1.25 billion;


a maximum ratio of total indebtedness to tangible net worth of 10:1; and


at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. For the most recent fiscal quarter, the Company is compliant with all such conditions. However, we may be required to obtain waivers from certain lenders in the future if this condition precedent is not met.

Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Regulatory Capital and Liquidity Requirements

In addition to the financial covenants imposed upon us and PLS as our servicer under our debt financing agreements, we, through PMC and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency seller/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for their approved non-depository single-family sellers/servicers in the case of Fannie Mae, Freddie Mac, and Ginnie Mae for their approved single-family issuers, and Ginnie Mae has also issued risk-based capital requirements. We believe that we and our servicer, PLS, are in compliance with the applicable FHFA and Ginnie Mae requirements as of December 31, 2024.

We continue to explore a variety of additional means of financing our business, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and unsecured debt and equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of December 31, 2024, we have not entered into any off-balance sheet arrangements.

Our management, servicing, and loan fulfillment fee agreements are described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

FY 2023 10-K MD&A

SEC filing source: 0000950170-24-018760.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-02-22. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a specialty finance company that invests in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. A significant portion of our investment portfolio is comprised of mortgage-related assets that we have created through our correspondent production activities, including mortgage servicing rights (“MSRs”), subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which include CRT Agreements (“CRT Agreements”) and CRT strips that absorb credit losses on certain of the loans we have sold. We also invest in Agency and senior non-Agency MBS, subordinate credit-linked MBS and interest-only ("IO") and principal-only ("PO") stripped MBS. We have also historically invested in distressed mortgage assets (distressed loans and real estate acquired in settlement of loans (“REO”)), which we have substantially liquidated.

We are externally managed by PNMAC Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loans and MSRs are serviced by PennyMac Loan Services, LLC (“PLS”). PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company separately listed on the New York Stock Exchange.

During the year ended December 31, 2023, we purchased newly originated prime credit quality residential loans with fair values totaling $87.5 billion as compared to $88.1 billion and $181.4 billion for the years ended December 31, 2022 and December 31, 2021, respectively, in our correspondent production business. To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or insured or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Ginnie Mae approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. During the year ended December 31, 2023, our sales of loans to PLS also included $31.1 billion in in unpaid principal balance (“UPB”) of conventional loans in order to allow us to optimize our use and allocation of capital.

Our loan sales volume included $72.4 billion, $50.6 billion and $67.9 billion of loans we sold to PLS during the years ended December 31, 2023, 2022 and 2021, respectively. We receive a sourcing fee from PLS based on the UPB of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the years ended December 31, 2023, 2022 and 2021 we received sourcing fees totaling $7.2 million, $5.0 million and $6.5 million, respectively.

We operate our business in four segments: Credit sensitive strategies, Interest rate sensitive strategies, Correspondent production and our Corporate operations, as described below.

Our Investment Activities

Credit Sensitive Investments

CRT Arrangements

We have not entered into any CRT arrangements since 2020. We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an interest-only security payable) totaling approximately $1.1 billion at December 31, 2023.

Subordinate Credit-Linked Mortgage-Backed Securities

Subordinate credit-linked MBS provide us with a higher yield than senior securities. However, we retain credit risk in the subordinate credit-linked MBS since they are the first securities to absorb credit losses relating to the underlying loans. We purchased approximately $87.3 million of subordinate credit-linked MBS during the year ended December 31, 2023. We held subordinate credit-linked MBS with fair values totaling approximately $301.2 million at December 31, 2023.

As the result of the Company’s consolidation of the variable interest entities that issued certain subordinate MBS as described in Note 6 – Variable Interest Entities – Subordinate Mortgage-Backed Securities to the consolidated financial statements included in this Report, we include the loans underlying these transactions with UPB totaling approximately $1.7 billion on our consolidated balance sheet as of December 31, 2023.

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Interest Rate Sensitive Investments

Our interest rate sensitive investments include:


Mortgage servicing rights. During the year ended December 31, 2023, we purchased $16.3 million of MSRs and received approximately $292.5 million of MSRs as proceeds from sales of loans acquired for sale. We held approximately $3.9 billion of MSRs at fair value at December 31, 2023.


REIT-eligible Agency, senior non-Agency, IO and PO stripped MBS. We purchased approximately $559.0 million of Agency fixed-rate pass-through securities and senior non-Agency MBS, net of sales during the year ended December 31, 2023. We held Agency fixed-rate pass-through, senior non-Agency, IO stripped and PO stripped MBS with fair values totaling approximately $4.5 billion at December 31, 2023.

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production has served as the source of most of our investments in MSRs, non-Agency securitizations and CRT arrangements. Our correspondent production and resulting investment activity are summarized below:

Year ended December 31,
202320222021
(in thousands)
Sales of loans acquired for sale:
To nonaffiliates$15,936,124$39,077,156$110,919,477
To PennyMac Financial Services, Inc.72,441,69950,575,61767,851,630
$88,377,823$89,652,773$178,771,107
Net gains on loans acquired for sale$39,857$25,692$87,273
Investment activities resulting from correspondent production:
Receipt of MSRs as proceeds from sales of loans$292,527$670,343$1,484,629
Retention of interests in securitizations of loans secured by investment properties, net of associated asset-backed financings (1)23,48542,256
Purchase of subordinate bonds backed by previously-sold loans secured by investment properties (1)28,815
Total investments resulting from correspondent activities$292,527$693,828$1,555,700

(1)
The trusts issuing the securities are consolidated on our consolidated balance sheets. Therefore, our investments in these securities are shown as their underlying assets, Loans at fair value, with the securities held by non-affiliates being shown as Asset-backed financings of variable interest entities at fair value.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year that we lose our REIT qualification.

A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we make a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required. The ultimate

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realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair value

Our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether we have elected to carry them at fair value. We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value.

The fair value level assigned to an asset or liability is identified based on the lowest level of inputs that are significant to determining the respective asset's or liability’s fair value. These levels are:

December 31, 2023
Percentage of
LevelDescriptionCarrying value of assets measured (1)Total assetsTotal shareholders' equity
(in thousands)
1Prices determined using quoted prices in active markets for identical assets or liabilities.$174,3741%9%
2Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.6,856,24952%350%
3Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. (2)5,259,58240%269%
Total assets measured at or based on fair value (3)$12,290,20594%628%
Total assets$13,113,887
Total shareholders’ equity$1,957,090

(1)
Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset or liability and whether we have elected to carry the item at its fair value.

(2)
For purposes of this discussion, includes Deposits securing credit risk transfer arrangements which are carried at amortized cost. These deposits along with the related CRT derivatives and CRT strips are held in the form of securities which are the basis for valuation of the CRT derivatives and strips.

(3)
Percentages may not sum to total due to rounding.

At December 31, 2023, $12.3 billion, or 94%, of our total assets were carried at fair value on a recurring basis and $4.5 million, or less than 1% (consisting of REO), were carried based on fair value on a non-recurring basis. Of these assets, $5.3 billion, or 40%, of total assets are measured using “Level 3” fair value inputs-significant inputs where there is difficulty observing the inputs used by the market participants to establish fair value. Different approaches to valuing or changes in inputs used to measure these assets can have a significant effect on the amounts reported for these items and their effects on our results of operations.

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Changes in inputs to measurement of Level 3 fair value financial statement items have a significant effect on the amounts reported for these items including their reported balances and their effects on our pre-tax income as summarized below:

Change in fair value
Year ended December 31,Loans at fair value (1)IO stripped MBSExcess servicing spreadInterest rate lock commitmentsCRT net assetsMortgage servicing rights (2)TotalPre-tax income
(in thousands)
2023$(191)(8,572)15,205117,77987,811$212,032$244,395
2022$(2,680)(234,146)(163,908)819,727$418,993$63,087
2021$1,1821,037(156,840)163,290(39,056)$(30,387)$44,661

(1)
Includes loans held for sale and loans at fair value.

(2)
Excluding changes in fair value attributable to realization of cash flows.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in estimating the fair value of these assets and liabilities. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these fair value assets and liabilities, subsequent transactions may be at values significantly different from those reported.

Because the fair value of “Level 3” fair value assets and liabilities is difficult to estimate, our valuation process is conducted by specialized staff and receives significant management oversight. We have assigned the responsibility for estimating the fair values of our “Level 3” fair value assets and liabilities, except for interest rate lock commitments (“IRLCs”), to specialized staff within PFSI's capital markets group. With respect to those valuations, PFSI’s capital markets valuation staff reports to PFSI’s valuation committee, which oversees the valuations. PFSI’s valuation committee includes the Company’s chief financial and investment officers as well as other senior members of PFSI’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by PFSI's capital markets risk management staff and is reviewed by PFSI's capital markets operations group in the exercise of their internal control responsibilities.

Following is a discussion relating to our approach to measuring the assets and liabilities that are most affected by “Level 3” fair value estimates.

Loans

We carry loans at their fair values. We recognize changes in the fair value of loans in current period results of operations as a component of either Net gains on loans acquired for sale or Net gains (losses) on investments and financings. We estimate fair value of loans based on whether the loans are saleable into active markets with observable pricing.


We categorize loans that are saleable into active markets with observable pricing inputs as “Level 2” fair value assets. Such loans include substantially all of our loans acquired for sale and our loans held in VIEs. We estimate such loans’ fair values using their quoted market price or market price equivalent. We held $2.1 billion of such loans at fair value at December 31, 2023.


We categorize loans that are not saleable into active markets with observable pricing inputs as “Level 3” fair value assets. Such loans include our investments in distressed loans, home equity and commercial loans held for sale and certain of the loans acquired for sale which we subsequently repurchased pursuant to representations and warranties or that we identified as non-salable to the Agencies. We held $8.4 million of such loans at fair value at December 31, 2023.

We estimate the fair value of our “Level 3” fair value loans based on the expected resolution of individual loans for distressed loans and using a discounted cash flow valuation model for loans held for sale. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.

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Derivative Assets

Interest Rate Lock Commitments

Our net gains on loans acquired for sale include our estimates of gains or losses we expect to realize upon the sale of loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains on loans acquired for sale at fair value before we purchase the loans. In the course of our correspondent production activities, we make contractual commitments to correspondent sellers to purchase loans at specified terms. We call these commitments IRLCs. We recognize the fair values of IRLCs at the time we make the commitment to the correspondent seller and adjust the fair value of such IRLCs during the time the commitment is outstanding.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to the fair value of Loans acquired for sale at fair value when the loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and inputs we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimate of the fair value of the MSRs we expect to receive in the sale of the loan and the probability that the loan will be purchased as a percentage of the commitment we have made (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a loan will fund and changes in mortgage market interest rates are recognized as IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans acquired for sale and may be included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results when we include the IRLCs in our MSR hedging activities in the period of the change. The financial effects of changes in the pull-through rates and MSR fair values generally move in different directions. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the principal and interest payment portion of the loans that decrease in fair value.

A shift in the market for IRLCs or a change in our assessment of an input to the valuation of IRLCs can have an effect on the amount of Net gains on loans acquired for sale for the period. We believe that the fair value of IRLCs is most sensitive to changes in pull-through rate inputs. We held $7.5 million of net IRLC assets at December 31, 2023. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs at December 31, 2023:

Effect on fair value of a change in pull-through rate
Change in input (1)Effect on fair value
(in thousands)
(20%)$(1,869)
(10%)$(935)
(5%)$(467)
5%$394
10%$735
20%$1,351

(1)
Pull-through rate adjustments for individual loans are limited to adjustments that will increase the individual loan’s pull-through rate to 100%.

Credit Risk Transfer Arrangements

We hold CRT arrangements with Fannie Mae, pursuant to which we sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of an interest-only ownership interest in such loans. We carry the strips or derivative assets or liabilities relating to these transactions at fair value and recognize changes in the respective asset's or liability’s fair values in Net gains (losses) on investments and financings in the consolidated statements of operations.

A shift in the market for CRT arrangements or a change in our assessment of an input to the valuation of CRT arrangements can have a significant effect on the fair value of CRT arrangements and in our results of operations for the period. We believe that the most significant “Level 3” fair value inputs to the valuation of CRT arrangements are the pricing spread (discount rate) and the remaining loss expectation, which is influenced by the changes in the fair value of the properties securing the loans in the reference pool.

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We held $1.1 billion of net CRT arrangement assets at December 31, 2023. Following is a summary of the effect on fair value of various changes to the pricing spread and property value shifts (which is used in the determination of estimated remaining credit losses) inputs used to estimate the fair value of our CRT arrangements as of December 31, 2023:

Effect on fair value of a change in pricing spread inputEffect on fair value of a change in property value
Change in inputEffect on fair valueChange in inputEffect on fair value
(in basis points)(in thousands)(in thousands)
(100)$43,941(15%)$(20,808)
(50)$21,623(10%)$(12,251)
(25)$10,726(5%)$(5,460)
25$(10,561)5%$4,422
50$(20,957)10%$8,034
100$(41,272)15%$10,989

Mortgage Servicing Rights

MSRs represent the value of a contract that obligates us to service the loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income from the borrower. We carry all of our investments in MSRs at fair value and recognize changes in fair value in current period results of operations. Changes in fair value of MSRs are recognized as a component of Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in our consolidated statements of operations.

A shift in the market for MSRs or a change in our assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our results of operations for the period. We believe the most significant “Level 3” fair value inputs to the valuation of MSRs are the pricing spread (discount rate), prepayment speed and annual per-loan cost of servicing. We held $3.9 billion of MSRs at December 31, 2023. Following is a summary of the effect on fair value of various changes to these key inputs that we use in making our fair value estimates as of December 31, 2023:

Effect on fair value of a change in input
Change in inputPricing spreadPrepayment speedServicing cost
(in thousands)
(20%)$205,742$235,782$69,103
(10%)$100,329$113,681$34,551
(5%)$49,550$55,846$17,276
5%$(48,362)$(53,964)$(17,276)
10%$(95,575)$(106,144)$(34,551)
20%$(186,699)$(205,509)$(69,103)

The preceding asset analyses hold constant all of the inputs other than the input that is being changed to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, the preceding analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Critical Accounting Policies Not Tied to Fair Value

Consolidation—Variable Interest Entities

We enter into various types of transactions with special purpose entities (“SPEs”), which are trusts that are established for limited purposes. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer assets on our balance sheet to an SPE, which then issues various forms of interests in those assets to investors. In a securitization transaction, we typically receive cash and/or beneficial interests in the SPE in exchange for the assets we transfer.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the activities that most significantly impact the economic performance of the VIE. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. Expected residual returns represent the expected positive variability in the fair value of a VIE’s net assets.

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When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. The primary beneficiary of a VIE must include the assets and liabilities of the VIE on its consolidated balance sheet. Therefore, our evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our consolidated balance sheet.

We evaluate the securitization trust into which assets are transferred to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For our financial reporting purposes, the underlying assets owned by the securitization VIEs that we presently consolidate are shown under Loans at fair value, Derivative assets, Derivative and credit risk transfer strip liabilities and Deposits securing credit risk transfer agreements on our consolidated balance sheets:


The VIEs that hold loans we have securitized are shown as their constituent assets and liabilities- Loans at fair value, and the securities issued to third parties by the consolidated VIE are shown as Asset-backed financings of variable interest entities at fair value on our consolidated balance sheets. We include the interest earned on the loans held by the VIEs in Interest income and interest attributable to the asset-backed securities issued by the VIEs in Interest expense in our consolidated statements of operations. Changes in the fair value of loans held in the VIEs and the associated asset-backed financings are included in Net gains (losses) on investments and financings in our consolidated statements of operations.


The VIEs that hold assets relating to our CRT arrangements are shown as their constituent assets and liabilities – the Deposit securing credit risk transfer agreements, Derivative assets and Derivative and credit risk liabilities which represent our IO ownership interest and obligation to absorb credit losses arising from the reference loans, and Interest-only security payable at fair value. We include the income we receive from the IO ownership interests and changes in fair value of the Derivative assets, Derivative and credit risk liabilities and Interest-only security payable at fair value in Net gains (losses) on investments and financings in our consolidated statements of operations.

Income Taxes

We have elected to be taxed as a REIT and believe we comply with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as we meet the requirements of certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. We provide for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We recognize the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. We establish a valuation allowance if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. We recognize a tax position that meets this standard as the largest amount that in our judgment exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies – Recently Issued Accounting Pronouncements to our consolidated financial statements for a discussion of recent accounting developments and the effect of these developments on us.

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Non-Cash Investment Income

A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments and recognition of the fair value of assets created and liabilities incurred in loan sale transactions. Because we have elected, or are required by GAAP, to record certain of our financial assets (comprised of MBS, loans acquired for sale at fair value, loans at fair value and Excess Servicing Spread ("ESS")), our derivatives and CRT strips, our MSRs, and our asset-backed financings and interest-only security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.

The amounts of net non-cash investment income items included in net investment income are as follows:

Year ended December 31,
202320222021
(dollars in thousands)
Net gains (losses) on investments and financings:
Mortgage-backed securities$74,984$(576,758)$(74,354)
Loans:
Held in variable interest entities17,876(301,164)(12,536)
Distressed(466)524(206)
Excess servicing spread purchased from PFSI1,651
CRT arrangements128,521(152,576)163,126
Interest-only security payable at fair value(10,742)(11,332)164
Asset-backed financings at fair value(13,678)283,58619,708
196,495(757,720)97,553
Net gains on loans acquired for sale (1)248,742620,8131,379,717
Net loan servicing fees‒MSR valuation adjustments (2)(36,504)796,071(46,305)
$408,733$659,164$1,430,965
Net investment income$429,020$303,771$420,297
Non-cash items as a percentage of net investment income95%217%340%

(1)
Amount represents MSRs received, liability for representations and warranties incurred in loan sales transactions and changes in fair value of loans, IRLCs and hedging derivatives held at year end.

(2)
Includes fair value changes due to changes in fair value inputs and fair value changes related to MSR derivative hedging instruments.

We receive or pay cash relating to:


Our investment in mortgage-backed securities through monthly principal and interest payments from the issuer of such securities or from the sale of the investment;


Loan investments when the investments are paid down, paid off or sold, when payments of principal and interest occur on such loans or when the properties acquired in settlement of loans are sold;


ESS investments through a portion of the monthly interest payments collected on the loans in the ESS reference pool or from sales of the investment;


CRT arrangements through a portion of the interest payments collected on loans in the CRT arrangements’ reference pools, interest payments from the investment of the deposits securing the arrangement in short-term investments and the release to us of the deposits securing the arrangements as principal on such loans is repaid;


Hedging instruments when we receive or make margin deposits as the fair value of respective instruments change, when the instruments mature or when we effectively cancel the transactions through offsetting trades;


Our liability for representations and warranties when we repurchase loans or settle loss claims from investors; and


MSRs in the form of loan servicing fees and placement fees on the deposits we manage on behalf of the borrowers and investors in the loans we service.

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Results of Operations

Business Trends

Due to significant inflationary pressures, the U.S. Federal Reserve raised the federal funds rates during the first three quarters of 2023, as well as reduced its overall holdings of Treasury securities and MBS. Higher interest rates are expected to contribute to reducing the size of the mortgage origination market from approximately $2.3 trillion in 2022 to an estimated $1.4 trillion in 2023. The mortgage market is expected to grow to $2.0 trillion in 2024 according to mortgage industry economists, with an expectation that interest rates and mortgage rates will decline during the year.

Lower mortgage transaction volumes and higher interest rates decreased our mortgage production activities in 2023 as compared to the prior year. However, increased regulatory scrutiny and higher potential capital requirements on the banking sector have caused certain banks to reduce their footprint in mortgage products and business lines, leading to reduced competition in the correspondent channel. Higher interest rates also increased the costs of floating rate borrowings, increased interest income from placement fees we receive relating to custodial funds that we manage on deposits and loans held for sale and reduced prepayment speeds in our mortgage servicing portfolio in 2023 as compared to the prior year. We have also increased our sales of conventional loans to PLS during the year ended December 31, 2023, and we intend to continue to sell a portion of our conventional loans to PLS in 2024 to optimize our use and allocation of capital.

Elevated interest rates may also lead to a reduction in economic activity and slowing home price growth or depreciation, which could lead to increasing mortgage delinquencies or defaults and increased losses. If these effects are realized, they could negatively affect the performance of our credit-sensitive assets such as CRT or subordinate credit-linked notes and increase losses from our representations and warranties. However, many of the loans underlying our assets have favorable credit characteristics including low loan-to-value ratios, which are likely to help offset the negative effects of credit performance in an economic downturn.

The competitive landscape for our correspondent business has also been affected by the exit or reduction in activity of several large entities, which has reduced and may continue to reduce competition in that business compared to previous years.

The following is a summary of our key performance measures:

Year ended December 31,
202320222021
(dollar amounts in thousands, except per common share amounts)
Net loan servicing fees$288,608$909,551$(36,022)
Net gains (losses) on investments and financings178,099(658,787)304,079
Loan production income (1)58,08877,777257,945
Net interest expense(96,061)(26,626)(109,498)
Other2861,8563,793
Net investment income429,020303,771420,297
Expenses184,625240,684375,636
Pretax income244,39563,08744,661
Provision for (benefit from) income taxes44,741136,374(12,193)
Net income (loss)199,654(73,287)56,854
Dividends on preferred shares41,81941,81930,891
Net income (loss) attributable to common shareholders$157,835$(115,106)$25,963
Pretax income (loss) by segment:
Credit sensitive strategies$230,304$(112,566)$306,643
Interest rate sensitive strategies44,593207,802(290,065)
Correspondent production23,28527,55786,936
Corporate(53,787)(59,706)(58,853)
$244,395$63,087$44,661
Annualized return on average common shareholders' equity11.1%(7.2)%1.3%
Earnings (loss) per common share
Basic$1.80$(1.26)$0.26
Diluted$1.63$(1.26)$0.26
Dividends per common share$1.60$1.81$1.88

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December 31, 2023December 31, 2022
Total assets$13,113,887$13,921,564
Book value per common share$16.13$15.78
Closing price per common share$14.95$12.39

(1)
Include net gains on sales of loans and loan origination fees.

Our results of operations increased by $272.9 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflecting the effect of decreased losses on MBS, increased valuation of CRT-related investments and a reduced provision for income taxes, offset by the fair value performance of our MSR investments.

The increase in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $247.7 million increase in net gains on our CRT arrangements as credit spreads tightened due to supply and demand dynamics and an improving macroeconomic outlook compared to the year ended December 31, 2022, in which the macroeconomic outlook was worsening.


Our interest rate sensitive strategies segment benefited less from the slower rise in interest rates and reduced interest rate sensitivity of our assets during the year ended December 31, 2023, as compared to the year ended December 31, 2022, resulting in a $651.7 million increase in valuation gains on MBS, offset by a $620.9 million decrease in net servicing fees caused by lower valuations net of hedge impact in MSRs.


Our correspondent production segment recognized a $14.2 million increase in gains on sales of loans during the year ended December 31, 2023, reflecting a reduction of our liability for representations and warranties and improved gain on sale margins partially offset by reduced volume of sales to nonaffiliates.

Our consolidated net income decreased by $130.1 million during the year ended December 31, 2022, reflecting the income tax effects of shifts in our net investment income from one of our disregarded entity subsidiaries of the Operating Partnership to our taxable REIT subsidiary; the decreases in CRT-related investment fair valuation, gains on loans held for sale and loan origination fees; partially offset by the improved fair value performance of our MSR investments during the year ended December 31, 2022, as compared to the same period in 2021.

The decrease in pretax results is summarized below:


Our credit sensitive strategies segment recognized a $434.1 million decrease in net gains on our CRT arrangements as compared to 2021, due to the effect of credit spread widening due to increasing macroeconomic uncertainty during 2022 as compared to the continuing recovery from the market disruption caused by the COVID-19 pandemic during 2021.


Our interest rate sensitive strategies segment was positively affected by a $945.6 million increase in net servicing fees caused by positive fair value changes in our investment in MSRs and hedging results and a $49.2 million decrease in net interest expense, reflecting increased earnings on placement fees and reduced interest shortfall on repayments relating to Agency securitizations, partially offset by a $502.4 million increase in losses on MBS, reflecting the effect of increasing interest rates.


Our correspondent production segment recognized a $180.2 million decrease in gains on sales of the loans and origination fees, reflecting decreases in both production volume and gain on sale margins during the year ended December 31, 2022, resulting from the effect of increasing interest rates on loan demand.


We recorded income tax provision of $136.4 million due to fair value gains on MSRs held in our TRS.

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Net Investment Income

Our net investment income is summarized below:

Year ended December 31,
202320222021
(in thousands)
Net loan servicing fees$288,608$909,551$(36,022)
Net gains (losses) on investments and financings178,099(658,787)304,079
Net gains on loans acquired for sale39,85725,69287,273
Net loan origination fees18,23152,085170,672
Net interest expense(96,061)(26,626)(109,498)
Other2861,8563,793
$429,020$303,771$420,297

Net Loan Servicing Fees

Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:

Year ended December 31,
202320222021
(in thousands)
Loan servicing fees$676,446$651,251$595,346
Effect of MSRs and hedging results(387,838)258,300(631,368)
Net loan servicing fees$288,608$909,551$(36,022)

Following is a summary of our loan servicing fees:

Year ended December 31,
202320222021
(in thousands)
Contractually-specified servicing fees$659,438$625,210$526,245
Ancillary and other fees:
Late charges3,3522,5261,701
Other13,65623,51567,400
17,00826,04169,101
$676,446$651,251$595,346
Average MSR servicing portfolio$231,203,032$222,847,593$196,996,623

Loan servicing fees relate to our MSRs which are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees, such as late charges and reconveyance fees, and fees charged to correspondent lenders for loans repaid by the borrower shortly after purchase.

The change in contractually-specified fees during the years ended December 31, 2023 and 2022, as compared to the prior years is due primarily to increased servicing fees resulting from the growth in our loan servicing portfolio.

We have elected to carry our servicing assets at fair value. Changes in fair value have two components: changes due to realization of the contractual servicing fees and changes due to changes in inputs used to estimate fair value. We endeavor to moderate the effects of changes in fair value attributable to changes in fair value inputs (market conditions) primarily by entering into derivatives transactions.

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Changes in fair value of MSRs and hedging results are summarized below:

Year ended December 31,
202320222021
(in thousands)
Change in fair value of MSRs
Changes in valuation inputs used in valuation model$87,811$819,727$(39,056)
Recapture income from PFSI1,78413,74450,859
Hedging results(92,775)(204,879)(345,041)
(3,180)628,592(333,238)
Realization of cash flows(384,658)(370,292)(298,130)
(387,838)258,300(631,368)
Average balance of mortgage servicing rights$4,022,008$3,615,920$2,506,678

Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2023 reflect the effects of continued increases in interest rates. The magnitude of the change in fair value of the MSRs compared to the same period in 2022 is impacted by both the magnitude of the interest rate changes and the interest rate and prepayment sensitivity of the MSRs in each period, which changes are based on the relationship of the interest rates of the underlying mortgages and the level of market interest rates. Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2022, as compared to 2021, reflect the effects of expectations for slower future prepayments of the underlying loans as a result of interest rates increasing more significantly during the year ended December 31, 2022, as compared to the year ended December 31, 2021.

The decrease in loan recapture income from PFSI reflects the decrease in refinancing activity in our MSR portfolio during the year ended December 31, 2023, as compared to the same periods in 2022 and 2021. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.

Hedging results reflect valuation losses in hedges against interest rates during the year ended December 31, 2023, during which interest rates increased, as do the hedging results from the years ended December 31, 2022 and December 31, 2021. The loss from hedging activities decreased during the year ended December 31, 2023, as compared to the same period in 2022, due to a smaller increase in interest rates during the period as well as decreased prepayment sensitivity of the hedged MSRs resulting from higher interest rate levels leading to a reduced amount of required hedges. The loss from hedging activities decreased during the year ended December 31, 2022, as compared to the same period in 2021, due to decreased prepayment sensitivity of the hedged MSRs due to higher interest rate levels leading to a reduced amount of required hedges as well as lower target hedge coverage for fluctuations in MSR value due to the growth in fair value and interest rate sensitivity of our MBS portfolio, which also serves to offset the fair value changes of our MSRs.

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized. During the year ended December 31, 2023, realization of cash flows increased primarily due to growth of our average investment in MSRs over the year as compared to 2022. Likewise, the increase in realization of cash flows during the year ended December 31, 2022, as compared to 2021, was primarily due to the significant growth of our investment in MSRs as compared to the year ended December 31, 2021, partially offset by the effect of reduced prepayment speeds on the rate of realization of expected cash flows.

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Following is a summary of our loan servicing portfolio:

December 31, 2023December 31, 2022
(in thousands)
UPB of loans outstanding$228,838,471$229,858,573
Collection status (UPB)
Delinquency:
30-89 days delinquent$2,184,500$1,903,007
90 or more days delinquent:
Not in foreclosure$1,029,962$880,841
In foreclosure$85,045$70,921
Bankruptcy$185,320$123,239
Custodial funds managed by the Company (1)$1,759,974$1,783,157

(1)
Custodial funds include borrower and investor custodial cash accounts relating to loans serviced under mortgage servicing agreements and are not included on the Company’s consolidated balance sheets. The Company earns placement fees on certain of the custodial funds it manages on behalf of the loans’ borrowers and investors, which are included in Interest income in the Company’s consolidated statements of operations.

Following is a summary of characteristics of our MSR servicing portfolio as of December 31, 2023:

Average
Loan typeUnpaid principal balanceLoan countNote rateSeasoning (months)Remaining maturity (months)Loan sizeFICO credit score at originationOriginal LTV (1)Current LTV (1)60+ Delinquency (by UPB)
(Dollars and loan count in thousands)
Agency:
Fannie Mae$116,025,7224403.7%40308$26375775%54%0.8%
Freddie Mac110,768,1293903.6%31315$28476174%58%0.5%
Other (2)3,500,732144.4%34322$24975872%56%0.6%
$230,294,5838443.7%35311$27375975%56%0.7%

(1)
Loan-to-value.

(2)
Represents MSRs on conventional loans sold to private investors.

Net gains (losses) on investments and financings

Net gains (losses) on investments and financings are summarized below:

Year ended December 31,
202320222021
(in thousands)
From nonaffiliates:
Mortgage-backed securities$74,984$(576,758)$(74,354)
Loans at fair value:
Held in consolidated variable interest entities17,876(301,164)(12,536)
Distressed(437)686611
CRT arrangements182,555(65,137)368,999
Asset-backed financings at fair value(13,678)283,58619,708
Hedging derivatives(83,201)
178,099(658,787)302,428
From PFSI‒Excess servicing spread1,651
$178,099$(658,787)$304,079

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The increase in net gains on investments for the year ended December 31, 2023, as compared to the same period in 2022, was primarily due to improved performance from our investments in MBS and CRT arrangements as interest rates increased at a slower rate during 2023 as compared to 2022, reducing losses on MBS, and credit spreads tightened (a decrease in the interest rate premium demanded by investors for instruments over those that are considered “risk free”), in 2023 as compared to widening in 2022, which benefited the fair value of our investment in CRT arrangements.

The decrease in net gains on investments for the year ended December 31, 2022, as compared to the year ended December 31, 2021, was caused primarily by increased losses from our investments in MBS and CRT arrangements as interest rates increased and credit spreads widened.

Mortgage-Backed Securities

During the year ended December 31, 2023, we recognized net valuation gains of $75.0 million compared to valuation losses of $576.8 million and $74.4 million, respectively, for the same periods in 2022 and 2021. The changes recognized reflect a slower rate of increase in interest rates during the year ended December 31, 2023, as compared to the effect of significantly increasing interest rates on fair value during the same periods in 2022 and increasing interest rates somewhat offset by tightening credit spreads in 2021.

Loans at Fair Value – Held in VIEs and Asset-backed Financings at Fair Value

Loans at fair value held in VIEs and Asset-backed financings at fair value recorded combined net valuation gains of $4.2 million during the year ended December 31, 2023, as compared to a net loss of $17.6 million during 2022. The net gain during the year ended December 31, 2023, reflects the effect of credit spread tightening during the year compared to the year ended 2022 when interest rates increased significantly and credit spreads widened. The net losses during the year ended December 31, 2022 reflect the effects of increasing interest rates and widening credit spreads during that year compared to the year ended December 31, 2021.

CRT Arrangements

The activity in and balances relating to our CRT arrangements are summarized below:

Year ended December 31,
202320222021
(in thousands)
Net investment income:
Net gains (losses) on investments and financings:
CRT Derivatives and strips:
CRT derivatives
Realized$18,524$38,382$93,837
Valuation changes38,020(42,220)(12,829)
56,544(3,838)81,008
CRT strips
Realized46,25260,389111,872
Valuation changes90,501(110,356)175,955
136,753(49,967)287,827
Interest-only security payable at fair value(10,742)(11,332)164
182,555(65,137)368,999
Interest income — Deposits securing CRT arrangements62,71321,324559
$245,268$(43,813)$369,558
Net payments made (recoveries received) to settle losses (recoveries) on CRT arrangements$3,523$(19,016)$(62,387)

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December 31, 2023December 31, 2022
(in thousands)
Carrying value of CRT arrangements:
Derivative assets - CRT derivatives$16,160$1,262
Derivative and credit risk transfer strip liabilities:
CRT derivatives(23,360)
CRT strips(46,692)(137,193)
(46,692)(160,553)
Deposits securing CRT arrangements1,209,4981,325,294
Interest-only security payable at fair value(32,667)(21,925)
$1,146,299$1,144,078
CRT arrangement assets pledged to secure borrowings:
Derivative assets$16,160$1,262
Deposits securing CRT arrangements (1)$1,209,498$1,325,294
UPB of loans underlying CRT arrangements$23,152,230$25,315,524
Collection status (UPB):
Delinquency
Current$22,531,905$24,673,719
30-89 days delinquent$411,991$409,049
90-180 days delinquent$120,011$112,286
180 or more days delinquent$64,647$93,717
Foreclosure$23,676$26,753
Bankruptcy$58,696$54,395

(1)
Deposits securing credit risk transfer strip liabilities also secure $46.7 million and $160.6 million in CRT strip and CRT derivative liabilities at December 31, 2023, and December 31, 2022, respectively.

The performance of our investments in CRT arrangements during the year ended December 31, 2023 reflects credit spread tightening for CRT securities in the credit markets. This contrasts with CRT investments' fair value losses during the same period in 2022, when credit spreads widened.

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Net Gains on Loans Acquired for Sale

Our net gains on loans acquired for sale are summarized below:

Year ended December 31,
202320222021
(in thousands)
From non-affiliates:
Cash losses:
Sales of loans$(278,128)$(1,196,384)$(1,487,649)
Hedging activities62,081596,295188,733
(216,047)(600,089)(1,298,916)
Non-cash gains:
Receipt of MSRs in loan sale transactions292,527670,3431,484,629
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales(2,449)(4,442)(25,029)
Reduction in liability due to change in estimate15,2284,2275,812
12,779(215)(19,217)
Changes in fair value of financial instruments during the year:
Interest rate lock commitments8,010(2,928)(69,935)
Loans(7,129)(4,057)31,072
Hedging derivatives(57,445)(42,330)(46,832)
(56,564)(49,315)(85,695)
248,742620,8131,379,717
Total from nonaffiliates32,69520,72480,801
From PFSI—cash7,1624,9686,472
$39,857$25,692$87,273
Interest rate lock commitments issued on loans acquired for sale:
To nonaffiliates$17,139,867$39,427,696$108,458,880
To PFSI31,613,7944,746,751
$48,753,661$44,174,447$108,458,880
Acquisition of loans for sale (UPB):
To nonaffiliates$14,898,301$37,090,031$110,003,574
To PFSI71,601,39149,533,11964,641,218
$86,499,692$86,623,150$174,644,792

The changes in Net gains on loans acquired for sale during the year ended December 31, 2023, as compared to the same periods in 2022 and 2021, reflect the effect of a reduction in our liability for representations and warranties and increased gain on sale margins for mortgage loans partially offset by reduced volume of sales to nonaffiliates.

Non-cash elements of gain on sale of loans:

Interest Rate Lock Commitments

Our Net gains on loans acquired for sale includes our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains before we purchase the loans. These gains are reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair value of our IRLCs as the loan acquisition process progresses until we complete the acquisition or the commitment is canceled. Such adjustments are included in our Net gains on loans acquired for sale. The fair value of our IRLCs becomes part of the carrying value of our loans when we complete the purchase of the loans. The methods and key inputs we use to measure the fair value of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

The MSRs and liability for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our results of operations in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our results of operations.

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Mortgage Servicing Rights

The methods we use to measure and update the measurements of our MSRs as well as the effect of changes in valuation inputs on MSR fair value are detailed in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Liability for Losses Under Representations and Warranties

We recognize a liability for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

We recorded a provision at fair value for losses relating to representations and warranties relating to current loan sales of $2.4 million, $4.4 million and $25.0 million as part of our loan sales in each of the years ended December 31, 2023, 2022 and 2021, respectively. The decrease in the provision relating to current loan sales reflects the decrease of our loan sales volume to nonaffiliates and reduced default and loss-given default assumptions.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit loss on the loans. Our credit loss may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.

Following is a summary of the indemnification, repurchase and loss activity and loans subject to representations and warranties:

Year ended December 31,
202320222021
(in thousands)
Indemnification activity (UPB):
Loans indemnified at beginning of year$8,108$2,782$4,583
New indemnifications7,0626,009345
Less: indemnified loans sold, repaid or refinanced3,0476832,146
Loans indemnified at end of year$12,123$8,108$2,782
Indemnified loans indemnified by correspondent lenders at end of year$4,521$1,312$1,112
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of year$4,190$2,670$213
Repurchase activity (UPB):
Loans repurchased$59,068$92,293$86,954
Less:
Loans repurchased by correspondent sellers51,36977,81352,787
Loans resold or repaid by borrowers12,59626,58433,950
Net loans (resolved) repurchased with losses chargeable to liability to representations and warranties$(4,897)$(12,104)$217
Losses charged to liability for representations and warranties$549$993$861
At end of year:
Loans subject to representations and warranties$227,456,712$228,339,312$213,944,023
Liability for representations and warranties$26,143$39,471$40,249

The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases, as the loans outstanding season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.

69

The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. We establish a liability at our estimate of its fair value at the time loans are sold and review our liability estimate on a periodic basis and adjust the liability for estimated losses in excess of the recorded liability.

The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.

We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their recourse obligations to us. Such adjustments may be material to our financial position and results of operations in future periods.

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded $15.2 million, $4.2 million and $5.8 million reduction in liability for representations and warranties during the years ended December 31, 2023, 2022 and 2021, respectively, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. The decrease in fees during the year ended December 31, 2023, as compared to the same periods in 2022 and 2021, reflects a decrease in our purchases of loans with delivery fees.

Net interest expense

Net interest expense is summarized below:

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Year ended December 31, 2023Year ended December 31, 2022Year ended December 31, 2021
InterestInterestInterestInterestInterestInterest
income/Averageyield/income/Averageyield/income/Averageyield/
expensebalancecost %expensebalancecost %expensebalancecost %
(dollars in thousands)
Assets:
Cash and short-term investments$25,046$497,1675.04%$6,912$332,2512.08%$938$243,5480.39%
Mortgage-backed securities248,7134,620,7155.38%133,6403,559,8693.75%36,1802,210,9401.64%
Loans acquired for sale at fair value93,9881,439,3736.53%103,3001,938,4705.33%125,4384,135,1403.03%
Loans at fair value:
Held by variable interest entities56,8331,448,7943.92%59,2631,612,1033.68%17,014474,8083.58%
Distressed412,8381.44%2193,8795.65%3696,6255.57%
56,8741,451,6323.92%59,4821,615,9823.68%17,383481,4333.61%
Excess servicing spread from PFSI1,28021,5635.94%
Deposits securing CRT arrangements62,7131,270,2984.94%21,3241,468,2191.45%5592,307,1550.02%
487,3349,279,1855.25%324,6588,914,7913.64%181,7789,399,7791.93%
Placement fees relating to custodial funds149,48457,96113,366
Other3,0891,17595
$639,907$9,279,1856.90%$383,794$8,914,7914.31%$195,239$9,399,7792.08%
Liabilities:
Assets sold under agreements to repurchase$378,367$6,306,6276.00%$165,436$5,625,3452.94%$97,078$6,161,7551.58%
Mortgage loan participation purchase and sale agreements1,36519,0797.15%1,02330,0243.41%60633,8271.79%
Notes payable secured by credit risk transfer and mortgage servicing assets257,6012,969,1748.68%137,0212,646,5975.18%86,7532,635,6013.29%
Unsecured senior notes34,969561,8776.22%33,368541,2336.17%36,747445,0648.26%
Asset-backed financings at fair value49,9881,354,8033.69%53,5701,512,5903.54%15,076447,2473.37%
Assets sold to PFSI under agreement to repurchase38713,0202.97%
722,29011,211,5606.44%390,41810,355,7893.77%236,6479,736,5142.43%
Interest shortfall on repayments of loans serviced for Agency securitizations5,47715,80664,519
Interest on loan impound deposits6,3534,1963,571
Other1,848
735,968$11,211,5606.56%410,420$10,355,7893.96%304,737$9,736,5143.13%
Net interest expense$(96,061)$(26,626)$(109,498)

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The effects of changes in the yields and costs and composition of our investments on our net interest expense are summarized below:

Year ended December 31, 2023Year ended December 31, 2022
vs.vs.
Year ended December 31, 2022Year ended December 31, 2021
Increase (decrease) due to changes inIncrease (decrease) due to changes in
RateVolumeTotalRateVolumeTotal
(in thousands)
Assets:
Cash and short-term investments$13,441$4,693$18,134$5,517$457$5,974
Mortgage-backed securities68,21346,860115,07366,23331,22797,460
Loans acquired for sale at fair value20,481(29,793)(9,312)65,295(87,433)(22,138)
Loans at fair value:
Held by variable interest entities3,816(6,246)(2,430)45241,79742,249
Distressed(131)(47)(178)5(155)(150)
3,685(6,293)(2,608)45741,64242,099
Excess servicing spread from PFSI(1,280)(1,280)
Deposits securing CRT arrangements44,630(3,241)41,38921,042(277)20,765
150,45012,226162,676158,544(15,664)142,880
Placement fees relating to custodial funds91,52344,595
Other1,9141,080
$150,450$12,226$256,113$158,544$(15,664)$188,555
Liabilities:
Assets sold under agreements to repurchase$190,722$22,209$212,931$77,478$(9,120)$68,358
Mortgage loan participation purchase and sale agreement817(475)342492(75)417
Notes payable secured by credit risk transfer and mortgage servicing assets102,15518,425120,58049,90536350,268
Senior notes3191,2821,601(10,393)7,014(3,379)
Asset-backed financings at fair value2,173(5,755)(3,582)80237,69238,494
Assets sold to PFSI under agreement to repurchase(387)(387)
296,18635,686331,872118,28435,487153,771
Interest shortfall on repayments of loans serviced for Agency securitizations(10,329)(48,713)
Interest on loan impound deposits2,157625
Other1,848
296,18635,686325,548118,28435,487105,683
(Increase) decrease in net interest expense$(145,736)$(23,460)$(69,435)$40,260$(51,151)$82,872

The increase in net interest expense during the year ended December 31, 2023, as compared to the same period in 2022 is due to an increase in interest costs attributable to financing non-interest earning MSR assets, partially offset by an increase in placement fees relating to custodial funds we manage on behalf of borrowers and investors in our MSR portfolio and reduced interest shortfall on repayments of loans serviced from Agency securitization.

The decrease in net interest expense during the year ended December 31, 2022, as compared to 2021, is due to an increase in the yields we earn on our investments in MBS and loans acquired for sale and an increase in placement fee income, partially offset by a decrease in the interest shortfall on repayments of loans serviced for the Agency securitizations due to decreased prepayment activity in our MSR portfolio as a result of increasing interest rates reducing the incentive of borrowers to refinance their loans.

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Expenses

Our expenses are summarized below:

Year ended December 31,
202320222021
(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees$81,347$81,915$80,658
Management fees28,76231,06537,801
Loan fulfillment fees27,82667,991178,927
Professional services7,6219,56911,148
Compensation7,1065,9414,000
Loan origination4,60212,03628,792
Loan collection and liquidation4,5625,39611,279
Safekeeping3,7668,2019,087
Other19,03318,57013,944
$184,625$240,684$375,636

Expenses decreased by $56.1 million, or 23%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, and $135.0 million, or 36%, during the year ended December 31, 2022, as compared to the year ended December 31, 2021, as discussed below.

Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

Year ended December 31,
202320222021
(in thousands)
Loan servicing fees:
Loans acquired for sale at fair value$680$1,018$2,363
Loans at fair value208529505
MSRs80,45980,36877,790
$81,347$81,915$80,658
Average investment in loans:
Acquired for sale at fair value$1,439,373$1,938,470$4,135,140
At fair value$1,451,632$1,615,982$481,433
Average MSR portfolio UPB$231,203,032$222,847,593$196,996,623

Loan servicing fees decreased by $568,000 during the year ended December 31, 2023, as compared to the same period in 2022 due to the decreases in the size of our investment in loans held for sale, along with reduced COVID-19 related fees relating primarily to our MSR portfolio, and increased $1.3 million during the year ended December 31, 2022, as compared to the same period in 2021.

Management Fees

Management fees payable to PCM are summarized below:

Year ended December 31,
202320222021
(in thousands)
Base$28,762$31,065$34,794
Performance incentive3,007
$28,762$31,065$37,801
Average shareholders' equity amounts used to calculate base management fee expense$1,917,642$2,079,851$2,348,395

73

Management fees decreased by $2.3 million during the year ended December 31, 2023, compared to the same period in 2022, and by $6.7 million during the year ended December 31, 2022, as compared to the same period in 2021. This decrease reflects the nonrecurrence of a performance incentive fee during the years ended December 31, 2023 and 2022, along with the effect of the decrease in our average shareholders’ equity on our base management fee during the years ended December 31, 2023 and 2022, as compared to the year ended December 31, 2021.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. Fulfillment fees decreased by $40.2 million during the year ended December 31, 2023, compared to the same period in 2022, and by $110.9 million during the year ended 2022, as compared to the same period in 2021. The decrease was due to a decrease in loan production volume sold to non-affiliates. Our loan fulfillment fee structure is described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

Compensation

Compensation expense increased $1.2 million during the year ended December 31, 2023, as compared to the same period in 2022, and $1.9 million during the year ended December 31, 2022, as compared to the same period in 2021, respectively, primarily due to increased expectations in achieving performance targets included in certain performance-based restricted share awards.

Loan origination

Loan origination expenses decreased by $7.4 million during the year ended December 31, 2023, as compared to the same period in 2022, and $16.8 million during 2022, as compared to the same period in 2021, primarily reflecting a decrease in our loan originations purchased for sale to non-affiliates.

Loan collection and liquidation

Loan collection and liquidation expenses decreased by $834,000 during the year ended December 31, 2023, as compared to the same period in 2022, and $5.9 million during the year ended December 31, 2022, as compared to the same period in 2021, respectively, due to the reduction in our portfolio of nonperforming mortgage loans and the borrower assistance expenses we incurred relating to loans in our CRT reference pools.

Other Expenses

Other expenses are summarized below:

Year ended December 31,
202320222021
(in thousands)
Common overhead allocation from PFSI$7,492$8,588$4,906
Technology2,0462,0581,787
Bank service charges2,0242,2621,731
Insurance1,9351,6221,671
Other5,5364,0403,849
$19,033$18,570$13,944

Income Taxes

We have elected to treat our subsidiary, PennyMac Corp. (“PMC”), as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of income.

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The Company’s effective tax rate was 18.3% for the year ended December 31, 2023 and 216.2% for the year ended December 31, 2022. The Company’s TRS recognized a tax expense of $41.9 million on pretax income of $155.0 million while the Company’s consolidated pretax income was $244.4 million for the year ended December 31, 2023. For 2022, the TRS recognized tax expense of $141.9 million on pretax income of $712.9 million while the Company’s reported consolidated pretax income was $63.1 million. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2023, the valuation allowance remains zero as a result of cumulative GAAP income at the TRS for the three-year period ended December 31, 2023. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning after December 31, 2017, the 2017 Tax Cuts and Jobs Act (subject to certain limitations) provides a 20% deduction from taxable income for ordinary REIT dividends.

Below is a reconciliation of GAAP year to date net income to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

Taxable income (loss)
GAAP net incomeGAAP/tax differencesTotal taxable income (loss)Taxable subsidiariesREIT
Year ended December 31, 2023(in thousands)
Net investment income
Net loan servicing fees/ESS transactions$288,608$284,110$572,718$572,718$
Net gains (losses) on investments and financings178,099(101,632)76,46745,79130,676
Net gains on loans acquired for sale39,857(305,855)(265,998)(265,998)
Loan origination fees18,23118,23118,231
Net interest expense(96,061)(40,938)(136,999)(202,058)65,059
Results of real estate acquired in settlement of loans(186)4,4044,2184,218
Other472472472
Net investment income429,020(159,911)269,109173,37495,735
Expenses184,625225184,851157,19727,654
REIT dividend deduction68,07568,07568,075
Total expenses and dividend deduction184,62568,300252,926157,19795,729
Income before provision for (benefit from) income taxes244,395(228,211)16,18316,1776
Provision for (benefit from) income taxes44,741(44,735)66
Net income (loss)$199,654$(183,476)$16,177$16,177$

75

Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31,December 31,
20232022
(in thousands)
Assets
Cash$281,085$111,866
Investments:
Short-term128,338252,271
Mortgage-backed securities at fair value4,836,2924,462,601
Loans acquired for sale at fair value669,0181,821,933
Loans at fair value1,433,8201,513,399
Derivative assets177,98484,940
Deposits securing credit risk transfer arrangements1,209,4981,325,294
Mortgage servicing rights3,919,1074,012,737
12,374,05713,473,175
Other458,745336,523
Total assets$13,113,887$13,921,564
Liabilities
Debt:
Short-term$5,624,558$6,616,528
Long-term4,880,4614,787,162
10,505,01911,403,690
Other651,778555,059
Total liabilities11,156,79711,958,749
Shareholders’ equity1,957,0901,962,815
Total liabilities and shareholders’ equity$13,113,887$13,921,564

Total assets decreased by approximately $807.7 million, or 6%, from December 31, 2022 to December 31, 2023, primarily due to a decrease of $1.2 billion in Loans acquired for sale at fair value, a decrease of $79.6 million in Loans at fair value, a decrease in Deposits securing credit risk transfer arrangements of $115.8 million and a $93.6 million decrease in MSRs, partially offset by a $373.7 million increase in Mortgage-backed securities at fair value.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

Following is a summary of our correspondent production acquisitions at fair value:

Year ended December 31,
202320222021
(in thousands)
Correspondent loan purchases:
GSE-Eligible Loans (1)$46,395,294$41,575,252$113,667,618
Government insured or guaranteed (2)41,103,97446,562,85367,702,945
Jumbo loans4,2345,029
Advances to home equity lines of credit102132
$87,503,604$88,143,266$181,370,563

(1)
GSE eligibility refers to the eligibility of loans for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its GSE eligible loan production to other investors, including PLS.

(2)
The Company sells all of its loans eligible for inclusion in Ginnie Mae securities to PLS. The Company is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed loans. The Company earns a sourcing fee for all loans that it purchases from correspondent sellers and subsequently sells to PLS as described in Note 4 – Transactions with Related Parties – Operating activities – Correspondent Production Activities.

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During the year ended December 31, 2023, we purchased for sale $87.5 billion in fair value of correspondent production loans as compared to $88.1 billion and $181.4 billion during the same periods in 2022 and 2021, respectively.

Other Investment Activities

Following is a summary of our acquisitions of mortgage-related investments held in our credit and interest rate sensitive strategies segments:

Year ended December 31,
202320222021
(in thousands)
Credit sensitive assets:
Subordinate credit-linked securities$87,346$184,670$
Loans secured by investment properties, net of associated asset-backed financing23,48571,071
87,346208,15571,071
Interest rate sensitive assets:
Agency fixed-rate pass-through securities (net of sales)308,7422,424,778932,270
Interest-only and principal-only stripped mortgage-backed securities150,310
Senior non-Agency securities99,80328,819
Excess servicing spread received pursuant to a recapture agreement557
Mortgage servicing rights:
Purchased16,258
Received in loan sales (1)187,431670,3431,484,629
762,5443,123,9402,417,456
$849,890$3,332,095$2,488,527

(1)
Net of exchange of servicing spread for IO stripped MBS and interest receivable.

Our acquisitions during the years ended December 31, 2023, 2022 and 2021 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

December 31, 2023December 31, 2022
AverageAverage
FairPrincipal/LifeFairLife
valuenotional(in years)CouponvaluePrincipal(in years)Coupon
(dollars in thousands)
Agency pass-through securities$4,270,056$4,311,3427.65.1%$4,262,502$4,693,04510.13.5%
Subordinate credit-linked securities301,180275,9634.312.4%177,898184,6204.611.2%
Senior non-Agency securities117,489124,7717.05.1%22,20128,10314.32.5%
Interest-only stripped securities94,231419,7917.34.9%
Principal-only stripped securities53,33665,5733.3
$4,836,292$5,197,440$4,462,601$4,905,768

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Credit Risk Transfer Arrangements

Following is a summary of our investment in CRT arrangements:

December 31, 2023December 31, 2022
(in thousands)
Carrying value of CRT arrangements:
Derivative assets - CRT derivatives$16,160$1,262
Derivative and credit risk transfer strip liabilities:
CRT strips(46,692)(137,193)
CRT derivatives(23,360)
(46,692)(160,553)
Deposits securing CRT arrangements1,209,4981,325,294
Interest-only security payable at fair value(32,667)(21,925)
$1,146,299$1,144,078
UPB of loans subject to credit guarantee obligations$23,152,230$25,315,524

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of December 31, 2023:

Year of origination
202020192018201720162015Total
(in millions)
UPB:
Outstanding$4,708$10,766$2,788$2,357$1,929$604$23,152
Liquidations:
Balances$0.6$6.1$55.5$158.4$119.6$60.3$400.5
Losses$0.1$0.5$6.3$19.6$12.6$7.3$46.4
Modifications:
Balances$67.5$549.8$303.8$$$$921.1
Losses$1.3$14.2$11.0$$$$26.5
Year of origination
Original debt-to income ratio202020192018201720162015Total
(in millions)
25%$967$1,602$255$294$286$65$3,469
25 - 30%7561,359225270262672,939
30 - 35%8301,649325364332913,591
35 - 40%8201,9274494273661104,099
40 - 45%8132,3326626045081645,083
45%5221,8978723981751073,971
$4,708$10,766$2,788$2,357$1,929$604$23,152
Weighted average33.5%35.8%39.0%36.5%35.0%35.7%35.7%
Year of origination
Origination FICO credit score202020192018201720162015Total
(in millions)
600 - 649$32$148$66$28$18$10$302
650 - 6992311,0185923572371192,554
700 - 7491,1103,1699848036091866,861
750 or greater3,3286,4041,1391,1651,06528913,390
Not available7277445
$4,708$10,766$2,788$2,357$1,929$604$23,152
Weighted average765754736745751742753

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Year of origination
Origination loan-to value ratio202020192018201720162015Total
(in millions)
80%$2,224$3,810$896$768$787$246$8,731
80-85%7852,0666576685181594,853
85-90%304606128121108351,302
90-95%4241,137320286212632,442
95-100%9713,1477875143041015,824
$4,708$10,766$2,788$2,357$1,929$604$23,152
Weighted average80.7%83.3%83.5%82.4%80.6%80.9%82.4%
Year of origination
Current loan-to value ratio (1)202020192018201720162015Total
(in millions)
80%$4,692$10,715$2,771$2,357$1,929$604$23,068
80-85%11341156
85-90%412319
90-95%325
95-100%112
100%112
$4,708$10,766$2,788$2,357$1,929$604$23,152
Weighted average52.7%52.4%49.8%44.8%40.9%38.3%50.1%

(1)
Based on current UPB compared to estimated fair value of the property securing the loan.

Year of origination
Distribution by state202020192018201720162015Total
(in millions)
California$489$1,057$349$249$372$112$2,628
Florida5201,036360247207542,424
Texas562934222200240922,250
Virginia250479101108135591,132
Maryland184456126135127341,062
Other2,7036,8041,6301,41884825313,656
$4,708$10,766$2,788$2,357$1,929$604$23,152
Year of origination
Regional geographic distribution (1)202020192018201720162015Total
(in millions)
Northeast$440$1,338$328$344$247$90$2,787
Southeast1,5983,6911,0018116081867,895
Midwest4371,129239223173432,244
Southwest1,2292,3845244603581275,082
West1,0042,2246965195431585,144
$4,708$10,766$2,788$2,357$1,929$604$23,152

(1)
Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT, VI; Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, WV; Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD, WI; Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK, TX, UT; and West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.

79

Year of origination
Collection status202020192018201720162015Total
(in millions)
Delinquency
Current - 89 Days$4,688$10,658$2,731$2,343$1,921$602$22,943
90 - 179 Days1058321172120
180+ Days838162165
Foreclosure2129124
$4,708$10,766$2,788$2,357$1,929$604$23,152
Bankruptcy$3$25$17$6$7$1$59

Cash Flows

Our cash flows for the years ended December 31, 2023, 2022 and 2021 are summarized below:

Year ended December 31,
202320222021
(in thousands)
Operating activities$1,340,173$1,784,471$(2,819,714)
Investing activities(21,726)(1,867,474)1,093,013
Financing activities(1,149,228)135,8861,727,980
Net cash flows$169,219$52,883$1,279

Our cash flows resulted in a net increase in cash of $169.2 million during the year ended December 31, 2023, as discussed below.

Operating activities

Cash provided by operating activities totaled $1.3 billion during the year ended December 31, 2023, as compared to cash provided by our operating activities of $1.8 billion during the year ended December 31, 2022 and net cash used in operating activities of $2.8 billion during 2021. Cash flows from operating activities are most influenced by cash flows from loans acquired for sale as shown below:

Year ended December 31,
202320222021
(in thousands)
Operating cash flows from:
Loans acquired for sale$815,464$1,417,213$(2,704,816)
Other524,709367,258(114,898)
$1,340,173$1,784,471$(2,819,714)

Cash flows from loans acquired for sale primarily reflect changes in the level of production inventory from the beginning to end of the periods presented as well as cash flows relating to associated hedging activities. Our inventory of loans held for sale decreased during the years ended December 31, 2023 and December 31, 2022, compared to the year ended 2021.

Investing activities

Net cash used in our investing activities was $21.7 million and $1.9 billion for the years ended December 31, 2023 and December 31, 2022, respectively, as compared to net cash provided by investing activities of $1.1 billion during 2021, primarily due to a decrease in net purchases of MBS.

Financing activities

Net cash used in our financing activities was $1.1 billion for the year ended December 31, 2023, as compared to net cash provided by our financing activities of $135.9 million for the year ended December 31, 2022. This change primarily reflects decreased financing requirements relating to loans acquired for sale.

Net cash provided by our financing activities was $135.9 million during 2022, as compared to net cash provided by financing activities of $1.7 billion for the year ended December 31,2021. The change during 2022 reflects the relative

80

stability in the level of our investments during the year, as compared to the growth experienced during 2021. The change during 2021 reflects the increased borrowings to finance our investment activities.

As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent sellers, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.

Debt Financing

Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements that has allowed us to match the term of our borrowings more closely to the expected lives of the assets securing those borrowings. We have also borrowed money by issuing unsecured senior notes.

Sales of Assets Under Agreements to Repurchase

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:

Year ended December 31,
Assets sold under agreements to repurchase202320222021
(in thousands)
Average balance outstanding$6,306,627$5,625,345$6,161,755
Maximum daily balance outstanding$9,460,676$8,834,936$8,882,538
Ending balance$5,624,558$6,616,528$6,671,890

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $11.5 billion at December 31, 2023.

Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:


The transactions relating to loans and REO under agreements to repurchase generally provide for terms of approximately one to two years;


The transactions relating to loans under mortgage loan participation purchase and sale agreements provide for terms of approximately one year;


The transactions relating to assets under notes payable provide for terms ranging from two to five years; and


All repurchase agreements that matured between December 31, 2023 and the date of this Report have been renewed, extended or replaced.

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The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2023:

CounterpartyAmount at risk
(in thousands)
Atlas Securitized Products, L.P.$102,864
Goldman Sachs & Co. LLC55,245
Barclays Capital Inc.53,634
JPMorgan Chase & Co.45,285
Citibank, N.A.37,468
Bank of America, N.A.30,519
Wells Fargo Securities, LLC20,805
Santander US Capital10,091
Daiwa Capital Markets America Inc.8,475
RBC Capital Markets, L.P.6,204
Nomura Holdings America, Inc.3,573
Morgan Stanley & Co. LLC2,279
Mizuho Financial Group1,960
BNP Paribas995
$379,397

All debt financing arrangements that matured between December 31, 2023 and the date of this Report have been renewed, extended or replaced.

Unsecured Senior Notes

In September 2023, we issued $53.5 million principal amount of our unsecured 8.50% senior notes due September 30, 2028 (the “2023 Senior Notes”) during September 2023. The 2023 Senior Notes bear interest at a rate of 8.50% per year payable quarterly.

On or after September 30, 2025, we may redeem for cash all or any portion of the 2023 Senior Notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the 2023 Senior Notes.

The 2023 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by PMC, including the due and punctual payment of principal of and interest on the Unsecured Senior Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise (the “PMC Guarantee”). PMC’s operations and investing activities are centered in residential mortgage-related assets, including the creation of and investment in MSRs.

Under the terms of the PMC Guarantee, holders of the 2023 Senior Notes will not be required to exercise their remedies against us before they proceed directly against PMC. PMC’s obligations under the guarantee are limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of PMC, result in the guarantee constituting a fraudulent transfer or conveyance. The PMC Guarantee will:


rank equal in right of payment to any of PMC’s existing and future unsecured and unsubordinated indebtedness and guarantees of PMC;


be effectively subordinated in right of payment to any of PMC’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness or guarantees; and


be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by PMC) preferred stock, if any, of PMC’s subsidiaries and of any entity PMC accounts for using the equity method of accounting.

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The following summarized financial information for PMT and PMC is presented on a combined basis. Intercompany balances and transactions between PMT and PMC have been eliminated:

December 31, 2023
(in thousands)
Loans acquired for sale at fair value$669,018
Mortgage servicing rights at fair value3,928,608
Other assets
From nonaffiliates936,114
From PFSI56
From non-issuer or non-guarantor subsidiaries628,726
Total assets$6,162,522
Total liabilities
Payable to nonaffiliates$2,082,300
Payable to non-issuer or non-guarantor subsidiaries3,553,166
Payable to PFSI19,405
$5,654,871
Year ended December 31, 2023
(in thousands)
Net investment income
From nonaffiliates$511,536
From PFSI8,946
From non-issuer or non-guarantor subsidiaries (1)(293,975)
Expenses
From nonaffiliates22,492
From PFSI131,863
Pre-tax income72,152
Provision for income taxes17,785
Net income$54,367

(1)
Excludes equity in earnings of non-guarantor subsidiaries.

Debt Covenants

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:


a minimum of $75 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $75 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PMC and PennyMac Holdings, LLC (“PMH”); a minimum of $25 million in unrestricted cash and cash equivalents at PMC; and a minimum of $10 million in unrestricted cash and cash equivalents at PMH;


a minimum tangible net worth for the Company of $1.25 billion; a minimum tangible net worth for our Operating Partnership of $1.25 billion; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $300 million;


a maximum ratio of total indebtedness to tangible net worth of less than 10:1 for PMC and PMH and 8.5:1 for the Company and our Operating Partnership; and


at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

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PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:


a minimum in unrestricted cash and cash equivalents of $100 million;


a minimum tangible net worth of $1.25 billion;


a maximum ratio of total indebtedness to tangible net worth of 10:1; and


at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. For the most recent fiscal quarter, the Company is compliant with all such conditions. However, we may be required to obtain waivers from certain lenders in the future if this condition precedent is not met.

Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Regulatory Capital and Liquidity Requirements

In addition to the financial covenants imposed upon us and PLS as our servicer under our debt financing agreements, we, through PMC and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency sellers/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for approved non-depository single-family sellers/servicers in the case of FHFA, and for approved single-family issuers in the case of Ginnie Mae.

In August 2022, the FHFA and Ginnie Mae issued revised capital and liquidity requirements. Most of the requirements became effective on December 31, 2023, for issuers of securities guaranteed by Ginnie Mae and seller/servicers of mortgage loans to Fannie Mae and Freddie Mac. The origination liquidity requirements issued by the FHFA became effective on December 31, 2023 and risk-based capital requirements issued by Ginnie Mae will be effective on December 31, 2024. We believe that we and PLS are in compliance with the applicable and pending requirements as of December 31, 2023.

Our Manager continues to explore a variety of additional means of financing our business, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and unsecured debt and equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of December 31, 2023, we have not entered into any off-balance sheet arrangements.

Our management, servicing, and loan fulfillment fee agreements are described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

FY 2022 10-K MD&A

SEC filing source: 0001564590-23-002430.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a specialty finance company that invests primarily in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. Our investment focus is on the mortgage-related assets that we create through our correspondent production activities, including mortgage servicing rights (“MSRs”), subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which include CRT Agreements and CRT strips that absorb credit losses on certain of the loans that we sold. We also invest in Agency MBS and senior non-Agency MBS. We have also historically invested in excess servicing spread (“ESS”) and distressed mortgage assets (distressed loans and real estate acquired in settlement of loans (“REO”)), which we have substantially liquidated.

We are externally managed by PNMAC Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loans and MSRs are serviced by PennyMac Loan Services, LLC (“PLS”). PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company.

During the year ended December 31, 2022, we purchased newly originated prime credit quality residential loans with fair values totaling $88.1 billion as compared to $181.4 billion and $170.0 billion for the years ended December 31, 2021 and December 31, 2020, respectively, in our correspondent production business. To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or insured or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Government National Mortgage Association (“Ginnie Mae”) approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. During 2022 we began selling certain conventional loans to PLS in order to optimize our use and allocation of capital. Our purchase volume included $50.6 billion, $67.9 billion and $63.6 billion of loans we sold to PLS during the years ended December 31, 2022, 2021 and 2020, respectively.  We receive a sourcing fee from PLS based on the unpaid principal balance (“UPB”) of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the years ended December 31, 2022, 2021 and 2020, we received sourcing fees totaling $5.0 million, $6.5 million and $11.0 million, respectively.

We operate our business in four segments: Correspondent production, Interest rate sensitive strategies, Credit sensitive strategies and our Corporate operations as described below.

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Our Investment Activities

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production serves as the source of our investments in MSRs, private label non-Agency securitizations, and through 2020, CRT arrangements. Our correspondent production and resulting investment activity are summarized below:

Year ended December 31,
202220212020
(in thousands)
Sales of loans acquired for sale:
To nonaffiliates$39,077,156$110,919,477$106,306,805
To PennyMac Financial Services, Inc.50,575,61767,851,63063,618,185
$89,652,773$178,771,107$169,924,990
Net gains on loans acquired for sale$25,692$87,273$379,922
Investment activities resulting from correspondent production:
Receipt of MSRs as proceeds from sales of loans$670,343$1,484,629$1,158,475
Retention of interests in securitizations of loans secured by investment properties, net of associated asset-backed financings23,48542,256
Purchase of subordinate bonds backed by previously-sold loans secured by investment properties held in consolidated variable interest entities28,815
Investments in CRT arrangements:
Deposits securing CRT arrangements1,700,000
Recognition of firm commitment to purchase CRT securities (1)(38,161)
Change in face amount of firm commitment to purchase CRT securities and commitment to fund Deposits securing CRT arrangements(1,502,203)
Total investments in CRT arrangements159,636
Total investments resulting from correspondent activities$693,828$1,555,700$1,318,111
Column 1Column 2
(1)Initial recognition of firm commitment upon sale of loans.

Interest Rate Sensitive Investments

Our interest rate sensitive investments include:

Column 1Column 2Column 3
Mortgage servicing rights. During the year ended December 31, 2022, we received approximately $670.3 million of MSRs as proceeds from sales of loans acquired for sale. We held $4.0 billion of MSRs at fair value at December 31, 2022.
Column 1Column 2Column 3
REIT-eligible Agency and senior mortgage-backed or mortgage-related securities. We purchased approximately $2.6 billion Agency fixed-rate pass-through securities and non-Agency senior MBS, net of sales, during the year ended December 31, 2022. We held Agency fixed-rate pass-through securities and non-Agency senior MBS with fair values totaling approximately $4.3 billion at December 31, 2022.

Credit Sensitive Investments

CRT Arrangements

During the year ended December 31, 2022, we did not acquire any additional CRT investments. We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an interest-only security payable) totaling approximately $1.1 billion at December 31, 2022.

Subordinate Credit-Linked Mortgage-Backed Securities

Subordinate credit-linked MBS provide us with a higher yield than senior securities. However, we retain credit risk in the subordinate credit-linked MBS since they are the first securities to absorb credit losses relating to the underlying loans. We purchased approximately $184.7 million of subordinate credit-linked MBS during the year ended December 31,2022. We held subordinate credit-linked MBS with fair values totaling approximate $177.9 million at December 31, 2022.

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As the result of the Company’s consolidation of the variable interest entities that issued the subordinate MBS as described in Note 6 – Variable Interest Entities – Investment in Securities Backed by Loans Secured by investment Properties to the consolidated financial statements included in this Report, we include loans underlying these and similar transactions totaling approximately $1.5 billion on our consolidated balance sheet as of December 31, 2022.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year we lose our REIT qualification.

A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we have made a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods since only the portion of our income earned in our TRS is subject to the provision. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required.  The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair value

Our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether we have elected to carry them at fair value. We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value.

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The fair value level assigned to an asset or liability is identified based on the lowest level of inputs that are significant to determining the respective asset’s or liability’s fair value. These levels are:

December 31, 2022
Percentage of
LevelDescriptionCarrying value of assets measured (1)Total assetsTotal shareholders' equity
(in thousands)
1Prices determined using quoted prices in active markets for identical assets or liabilities.$263,3072%13%
2Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.7,830,40456%399%
3Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. (2)5,365,06939%273%
Total assets measured at or based on fair value$13,458,78097%685%
Total assets$13,921,564
Total shareholders’ equity$1,962,815
Column 1Column 2
(1)Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset or liability and whether we have elected to carry the item at its fair value.
Column 1Column 2
(2)For purposes of this discussion, includes Deposits securing credit risk transfer arrangements which are carried at amortized cost. These deposits along with the related CRT derivatives and CRT strips are held in the form of securities which are the basis for valuation of the CRT derivatives and strips.

At December 31, 2022, $13.5 billion, or 97%, of our total assets were carried at fair value on a recurring basis and $7.7 million, or less than 1% (consisting of REO), were carried based on fair value on a non-recurring basis. Of these assets, $5.4 billion, or 39%, of total assets are measured using “Level 3” fair value inputs-significant inputs where there is difficulty observing the inputs used by the market participants to establish fair value. Different approaches to valuing or changes in inputs used to measure these assets can have a significant effect on the amounts reported for these items and their effects on our results of operations.

Changes in inputs to measurement of Level 3 fair value financial statement items have a significant effect on the amounts reported for these items including their reported balances and their effects on our pre-tax income as summarized below:

Change in fair value
Year ended December 31,Loans at fair value (1)Excess servicing spreadInterest rate lock commitmentsCRT AssetsMortgage servicing rights (2)TotalPre-tax income
(in thousands)
2022$(2,680)(234,146)(163,908)819,727$418,993$63,087
2021$1,1821,037(156,840)163,290(39,056)$(30,387)$44,661
2020$(1,578)(24,970)536,943(267,969)(706,107)$(463,681)$79,730
Column 1Column 2
(1)Includes loans held for sale and loans at fair value.
Column 1Column 2
(2)Excluding changes in fair value attributable to realization of cash flows.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in estimating the fair value of these assets and liabilities. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these fair value assets and liabilities, subsequent transactions may be at values significantly different from those reported.

Because the fair value of “Level 3” fair value assets and liabilities is difficult to estimate, our valuation process is conducted by specialized staff and receives significant management oversight. We have assigned the responsibility for estimating the fair values of our “Level 3” fair value assets and liabilities, except for interest rate lock commitments (“IRLCs”), to PFSI’s Financial Analysis and Valuation group (the “FAV group”). With respect to those valuations, PFSI’s FAV group reports to PFSI’s valuation committee,

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which oversees the valuations. PFSI’s valuation committee includes the Company’s chief financial, risk, credit and deputy chief investment officers as well as other senior members of the Company’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by our Manager’s Capital Markets Risk Management staff and is reviewed by our Manager’s Capital Markets Operations group in the exercise of their internal control responsibilities.

Following is a discussion relating to our approach to measuring the assets and liabilities that are most affected by “Level 3” fair value estimates.

Loans

We carry loans at their fair values. We recognize changes in the fair value of loans in current period income as a component of either Net gains on loans acquired for sale or Net (losses) gains on investments and financings. We estimate fair value of loans based on whether the loans are saleable into active markets with observable pricing.

Column 1Column 2Column 3
We categorize loans that are saleable into active markets as “Level 2” fair value assets. Such loans include substantially all of our loans acquired for sale and our loans held in VIEs. We estimate such loans’ fair values using their quoted market price or market price equivalent. We held $3.3 billion of such loans at fair value at December 31, 2022.
Column 1Column 2Column 3
We categorize loans that are not saleable into active markets as “Level 3” fair value assets. Such loans include our investments in distressed loans, home equity and commercial loans held for sale and certain of the loans acquired for sale which we subsequently repurchased pursuant to representations and warranties or that we identified as non-salable to the Agencies. We held $14.2 million of such loans at fair value at December 31, 2022.

We estimate the fair value of our “Level 3” fair value loans based on the expected resolution of individual loans for distressed loans and using a discounted cash flow valuation model for loans held for sale. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.

Derivative Assets

Interest Rate Lock Commitments

Our net gains on loans acquired for sale include our estimates of gains or losses we expect to realize upon the sale of loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gain on loans acquired for sale at fair value before we purchase the loan. In the course of our correspondent production activities, we make contractual commitments to correspondent sellers to purchase loans at specified terms. We call these commitments IRLCs. We recognize the fair value of IRLCs at the time we make the commitment to the correspondent seller and adjust the fair value of such IRLCs during the time the commitment is outstanding.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to the fair value of loans acquired for sale at fair value when the loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and inputs we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimates of the fair value of the MSRs we expect to receive in the sale of the loans and the probability that the loan will be purchased as a percentage of the commitment we have made (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a loan will fund and changes in mortgage market interest rates are recognized as IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans acquired for sale and may be included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results when we include the IRLCs in our MSR hedging activities in the period of the change. The financial effects of changes in the pull-through rates and MSR fair values generally move in different directions. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the principal and interest payment portion of the loans that decrease in fair value.

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A shift in the market for IRLCs or a change in our assessment of an input to the valuation of IRLCs can have an effect on the amount of gain on sale of loans acquired for sale for the period. We believe that the fair value of IRLCs is most sensitive to changes in pull-through rate inputs. We held $0.5 million of net IRLC liabilities at December 31, 2022. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs at December 31, 2022:

Effect on fair value of a change in pull-through rate
Change in input (1)Effect on fair value
(in thousands)
(20%)$68
(10%)$34
(5%)$17
5%$(32)
10%$(68)
20%$(67)
Column 1Column 2
(1)Pull-through rate adjustments for individual loans are limited to adjustments that will increase the individual loan’s pull-through rate to 100%.

Credit Risk Transfer Arrangements

Through late 2020, we had CRT arrangements with Fannie Mae, pursuant to which we sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of an interest-only ownership interest in such loans. We carry the strip or derivative asset or liability relating to these transactions at fair value and recognize changes in the respective assets’ or liability’s fair values in Net (losses) gains on investments and financings in the consolidated statements of operations.

A shift in the market for CRT arrangements or a change in our assessment of an input to the valuation of CRT arrangements can have a significant effect on the fair value of CRT arrangements and in our results of operations for the period. We believe that the most significant “Level 3” fair value inputs to the valuation of CRT arrangements are the pricing spread (discount rate) and the remaining loss expectation, which is influenced by the changes in the fair value of the properties securing the loans in the reference pool.

We held $1.1 billion of net CRT arrangement assets at December 31, 2022. Following is a summary of the effect on fair value of various changes to the pricing spread and property value shifts (which is used in the determination of estimated remaining credit losses) input used to estimate the fair value of our CRT arrangements as of December 31, 2022:

Effect on fair value of a change in pricing spread inputEffect on fair value of a change in property value
Change in inputEffect on fair valueChange in inputEffect on fair value
(in basis points)(in thousands)(in thousands)
(100)$42,115(15%)$(119,403)
(50)$20,688(10%)$(70,147)
(25)$10,246(5%)$(31,008)
25$(10,114)5%$24,864
50$(20,040)10%$44,802
100$(39,400)15%$60,627

Mortgage Servicing Rights

MSRs represent the value of a contract that obligates us to service the loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income from the borrower. We carry all of our investments in MSRs at fair value and recognize changes in fair value in current period results of operations. Changes in fair value of MSRs are recognized as a component of Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in our consolidated statements of operations.

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A shift in the market for MSRs or a change in our assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our results of operations for the period. We believe the most significant “Level 3” fair value inputs to the valuation of MSRs are the pricing spread (discount rate), prepayment speed and annual per-loan cost of servicing. We held $4.0 billion of MSRs at December 31, 2022. Following is a summary of the effect on fair value of various changes to these key inputs that we use in making our fair value estimates as of December 31, 2022:

Effect on fair value of a change in input
Change in inputPricing spreadPrepayment speedServicing cost
(in thousands)
(20%)$221,745$221,309$70,515
(10%)$108,032$107,046$35,258
(5%)$53,330$52,668$17,629
5%$(52,004)$(51,044)$(17,629)
10%$(102,727)$(100,544)$(35,258)
20%$(200,497)$(195,201)$(70,515)

The preceding asset analyses hold constant all of the inputs other than the input that is being changed to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, the preceding analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Critical Accounting Policies Not Tied to Fair Value

Consolidation—Variable Interest Entities

We enter into various types of transactions with special purpose entities (“SPEs”), which are trusts that are established for limited purposes. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer loans on our balance sheet to an SPE, which then issues various forms of interests in those assets to investors. In a securitization transaction, we typically receive cash and/or beneficial interests in the SPE in exchange for the assets we transfer.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the activities that most significantly impact the economic performance of the VIE. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. Expected residual returns represent the expected positive variability in the fair value of a VIE’s net assets.

When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. The primary beneficiary of a VIE must include the assets and liabilities of the VIE on its consolidated balance sheet. Therefore, our evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our consolidated balance sheet.

We evaluate the securitization trust into which assets are transferred to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For our financial reporting purposes, the underlying assets owned by the securitization VIEs that we presently consolidate are shown under Loans at fair value, Derivative assets, Derivative and credit risk transfer strip liabilities and Deposits securing credit risk transfer agreements on our consolidated balance sheets:

Column 1Column 2Column 3
The VIEs that hold loans we have securitized are shown as their constituent assets and liabilities- Loans at fair value, and the securities issued to third parties by the consolidated VIE are shown as Asset-backed financings at fair value on our consolidated balance sheets. We include the interest earned on the loans held by the VIEs in Interest income and interest attributable to the asset-backed securities issued by the VIEs in Interest expense in our consolidated statements of operations. Changes in the fair value of loans held in the VIEs and the associated asset-backed financings are included in Net (losses) gains on investments and financings in our consolidated statements of operations.
Column 1Column 2Column 3
The VIEs that hold assets relating to our CRT arrangements are shown as their constituent assets and liabilities – the Deposit securing credit risk transfer agreements, Derivative assets and Derivative and credit risk liabilities which represent our Interest-only (“IO”) ownership interest and Recourse Obligation, and Interest-only security payable at fair value. We include the income we receive from the IO ownership interests and changes in fair value of the Derivative assets and Derivative and credit risk liabilities and Interest-only security payable at fair value in Net (losses) gains on investments and financings in our consolidated statements of operations.

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Income Taxes

We have elected to be taxed as a REIT and believe we comply with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as we meet the requirements of certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. We provide for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We recognize the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. We establish a valuation allowance if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. We recognize a tax position that meets this standard as the largest amount that in our judgment exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies – Accounting Standard Adopted in 2022 to our consolidated financial statements for a discussion of recent accounting developments and the effect of these developments on us.

Non-Cash Investment Income

A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments, recognition of the fair value of assets created and liabilities incurred in loan sale transactions and the capitalization and amortization of certain assets and liabilities. Because we have elected, or are required by GAAP, to record certain of our financial assets (comprised of MBS, loans acquired for sale at fair value, loans at fair value and ESS), our firm commitment to purchase CRT securities, our derivatives and CRT strips, our MSRs, and our asset-backed financings and interest-only security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.

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The amounts of net non-cash investment (loss) income items included in net investment income are as follows:

Year ended December 31,
202220212020
(dollars in thousands)
Net (losses) gains on investments and financings:
Mortgage-backed securities$(576,758)$(74,354)$87,852
Loans:
Held in variable interest entities(301,164)(12,536)(6,617)
Distressed524(206)(87)
ESS1,651(22,729)
CRT arrangements(152,576)163,126(161,854)
Firm commitment to purchase CRT securities(121,067)
Interest-only security payable at fair value(11,332)16414,952
Asset-backed financings at fair value283,58619,7085,519
(757,720)97,553(204,031)
Net gains on loans acquired for sale (1)620,8131,379,7171,199,605
Net loan servicing fees‒MSR valuation adjustments (2)425,779(344,435)(934,437)
$288,872$1,132,835$61,137
Net investment income$303,771$420,297$469,351
Non-cash items as a percentage of net investment income95%270%13%
Column 1Column 2
(1)Amount represents MSRs received, liability for representations and warranties incurred in loan sales transactions and changes in fair value of loans, IRLCs and hedging derivatives held at year end.
Column 1Column 2
(2)Includes fair value changes related to MSR derivative hedging instruments.

We receive or pay cash relating to:

Column 1Column 2Column 3
Our investments in MBS through monthly principal and interest payments from the issuer of such securities or from sales of the investment;
Column 1Column 2Column 3
Loan investments when the investments are paid down, paid off or sold, when payments of principal and interest occur on such loans or when the properties acquired in settlement of loans are sold;
Column 1Column 2Column 3
ESS investments through a portion of the monthly interest payments collected on the loans in the ESS reference pool or from sales of the investment;
Column 1Column 2Column 3
CRT arrangements through a portion of the interest payments collected on loans in the CRT arrangements’ reference pools, interest payments from the investment of the deposits securing the arrangement in short-term investments and the release to us of the deposits securing the arrangements as principal on such loans is repaid;
Column 1Column 2Column 3
Hedging instruments when we receive or make margin deposits as the fair value of respective instruments change, when the instruments mature or when we effectively cancel the transactions through offsetting trades;
Column 1Column 2Column 3
Our liability for representations and warranties when we repurchase loans or settle loss claims from investors; and
Column 1Column 2Column 3
MSRs in the form of loan servicing fees and placement fees on the deposits we manage on behalf of the borrowers and investors in the loans we service.

Results of Operations

Overview

The U.S. Federal Reserve raised the federal funds rate during the year ended December 31, 2022 and is expected to further increase interest rates in the near term, as well as reduce the federal government’s overall holdings of Treasury and mortgage-backed securities. Increasing interest rates are expected to reduce the size of the mortgage origination market from an estimated $2.2 trillion in 2022 to a current forecast range of $1.6 trillion to $1.9 trillion for 2023 according to leading economists. Lower projected mortgage transaction volumes are expected to increase competition in the mortgage production business year over year while also leading to reductions in prepayment speeds in our mortgage servicing portfolio and other mortgage-related assets from the elevated levels experienced in 2021. Increasing interest rates are also expected to increase the costs of certain borrowings, as well as provide increased interest income from placement fees on custodial deposits and loans held for sale.

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At a macroeconomic level, increasing interest rates may also lead to a reduction in economic activity and slowing home price growth or depreciation, which could lead to increasing mortgage delinquencies or defaults and increased losses.  If these effects are realized, they could negatively impact the performance of our credit-sensitive assets such as CRT or subordinate credit-linked notes However, many of the loans underlying our assets have favorable credit characteristics and low loan-to-value ratios which are likely to help offset the negative impacts of credit performance in an economic downturn.

Due to certain capital rules, Fannie Mae and Freddie Mac have higher capital requirements to guarantee loans delivered by loan aggregators and may charge higher fees for third party originated loans that we aggregate and deliver to the Agencies as compared to individual loans delivered by mortgage lenders directly to the Agencies’ cash windows without the assistance of a loan aggregator. To the extent the Agencies increase the number of cash window purchases and sales for their own accounts, our business and results of operations could be materially and adversely affected. The competitive landscape for our correspondent business has also been impacted by the exit of several large entities, which may present an opportunity for growth of our share in that business.

The following is a summary of our key performance measures:

Year ended December 31,
202220212020
(dollar amounts in thousands, except per common share amounts)
Net investment income$303,771$420,297$469,351
Expenses240,684375,636389,621
Pretax income63,08744,66179,730
Provision for (benefit from) income taxes136,374(12,193)27,357
Net (loss) income(73,287)56,85452,373
Dividends on preferred shares41,81930,89124,938
Net (loss) income attributable to common shareholders$(115,106)$25,963$27,435
Pretax (loss) income by segment:
Credit sensitive strategies$(112,566)$306,643$(317,143)
Interest rate sensitive strategies207,802(290,065)105,697
Correspondent production27,55786,936344,639
Corporate(59,706)(58,853)(53,463)
$63,087$44,661$79,730
Return on average common shareholder's equity(7.2)%1.3%1.4%
(Loss) earnings per common share:
Basic$(1.26)$0.26$0.27
Diluted$(1.26)$0.26$0.27
Dividends per common share$1.81$1.88$1.52
At year end:
Total assets$13,921,564$13,772,708$11,492,011
Book value per common share$15.78$19.05$20.30
Closing price per common share$12.39$17.33$17.47

Our consolidated net income decreased by $130.1 million during the year ended December 31, 2022, reflecting the income tax effects of shifts in our net investment income from our non-taxed REIT subsidiary to our taxable REIT subsidiary; the decreases in CRT-related investment fair valuation, gains on loans held for sale and loan origination fees; partially offset by the improved fair value performance of our MSR investments during the year ended December 31, 2022, as compared to the same period in 2021.

The decrease in pretax results is summarized below:

Column 1Column 2Column 3
Our credit sensitive strategies segment recognized a $434.1 million decrease in net gains on our CRT arrangements as compared to 2021, due to the effect of credit spread widening due to increasing macroeconomic uncertainty during 2022 as compared to the continuing recovery from the market disruption caused by the COVID-19 pandemic during 2021.
Column 1Column 2Column 3
Our interest rate sensitive strategies segment was positively affected by a $945.6 million increase in net servicing fees caused by positive fair value changes in our investment in MSRs and hedging results and a $49.2 million decrease in net interest expense, reflecting increased earnings on placement fees and reduced interest shortfall on repayments relating to Agency securitizations, partially offset by a $502.4 million increase in losses on MBS, reflecting the effect of increasing interest rates.

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Column 1Column 2Column 3
Our correspondent production segment recognized a $180.2 million decrease in gains on sales of the loans and origination fees, reflecting decreases in both production volume and gain on sale margins during the year ended December 31, 2022, resulting from the effect of increasing interest rates on loan demand.
Column 1Column 2Column 3
We recorded income tax provision of $136.4 million due to fair value gains on MSRs held in our TRS as interest rates increased substantially during the year ended December 31, 2022.

Our consolidated net income during the year ended December 31, 2021 increased by $4.5 million, reflecting the effect of the improved fair value performance of our CRT-related investments partially offset by decreases in our correspondent production and interest rate sensitive strategies results, as compared to 2020. The increase in pretax results is summarized below:

Column 1Column 2Column 3
During the year ended December 31, 2021, we recognized a $636.0 million increase in net gains on our CRT arrangements as compared to 2020, which reflected the severe impact of the market disruption caused by the COVID-19 pandemic on our investments in CRT arrangements during 2020 and the subsequent recovery in 2021.
Column 1Column 2Column 3
Our interest rate sensitive strategies segment was negatively affected by a decrease in net servicing fees of $189.7 million caused by negative fair value changes in our investment in MSRs and hedging results, a $162.2 million decrease in gains on MBS and a $50.7 million increase in net interest expense.
Column 1Column 2Column 3
Growth in production volume in our correspondent production segment was more than offset by reductions in our gain on sale margins as increased market competition compressed such margins, resulting in a $257.7 million decrease in our pretax income.
Column 1Column 2Column 3
We recorded income tax benefit of $12.2 million due to fair value losses on MSRs held in our TRS.

Net Investment Income

Our net investment income is summarized below:

Year ended December 31,
202220212020
(in thousands)
Net loan servicing fees$909,551$(36,022)$153,696
Net (losses) gains on investments and financings(658,787)304,079(170,885)
Net gains on loans acquired for sale25,69287,273379,922
Net loan origination fees52,085170,672147,272
Net interest expense(26,626)(109,498)(48,635)
Other1,8563,7937,981
$303,771$420,297$469,351

Net Loan Servicing Fees

Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:

Year ended December 31,
202220212020
(in thousands)
Loan servicing fees$651,251$595,346$462,517
Effect of MSRs and hedging results258,300(631,368)(308,821)
Net loan servicing fees$909,551$(36,022)$153,696

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Following is a summary of our loan servicing fees:

Year ended December 31,
202220212020
(in thousands)
Contractually-specified servicing fees$625,210$526,245$406,060
Ancillary and other fees:
Late charges2,5261,7011,498
Other23,51567,40054,959
26,04169,10156,457
$651,251$595,346$462,517
Average MSR servicing portfolio$222,847,593$196,996,623$147,832,880
MSR recapture fees$13,744$50,859$28,373
UPB of loans recaptured$2,533,115$9,389,260$6,012,911

Loan servicing fees relate to our MSRs which are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees such as late charges, reconveyance fees and fees charged to correspondent lenders for loans repaid by the borrower shortly after purchase.

The change in contractually-specified fees during the year ended December 31, 2022, as compared to 2021, is due primarily to increased servicing fees resulting from the growth in our loan servicing portfolio. Likewise, the increase in contractually specified servicing fees during the year ended December 31, 2021 as compared to 2020 is due to growth in our loan servicing portfolio.

The changes in other loan servicing fees for the year ended December 31, 2022, as compared to 2021, is due to a decrease in the volume of fees charged to correspondent lenders for loans paid off shortly after purchase, reflecting the effect of increasing interest rates on refinancing activity. Likewise, the increase in such fees between 2020 and 2021 reflects the effect of then-decreasing interest rates on refinancing activity.

The decrease in MSR recapture fees reflects the effects of increasing interest rates during 2022 which affected refinance loan volume.

We have elected to carry our servicing assets at fair value. Changes in fair value have two components: changes due to realization of the contractual servicing fees and changes due to changes in inputs used to estimate the fair value of such items. We endeavor to moderate the effects of changes in fair value primarily by entering into derivatives transactions.

Changes in fair value of MSRs and hedging results are summarized below:

Year ended December 31,
202220212020
(in thousands)
Change in fair value of MSRs
Realization of cash flows$(370,292)$(298,130)$(232,830)
Changes in valuation inputs used in valuation model819,727(39,056)(706,107)
449,435(337,186)(938,937)
Hedging results(204,879)(345,041)601,743
Total change in fair value of mortgage servicing rights and hedging results244,556(682,227)(337,194)
Recapture income from PFSI13,74450,85928,373
$258,300$(631,368)$(308,821)
Average balance of mortgage servicing rights$3,615,920$2,506,678$1,354,508

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized. During the year ended December 31, 2022, as compared to 2021, realization of cash flows increased primarily due to the significant growth of our investment in MSRs as compared to the year ended December 31, 2021, partially offset by the effect of reduced prepayment speeds on the rate of realization of expected cash flows.

Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2022, as compared to 2021, reflect the effects of expectations for slower future prepayments of the underlying loans as a result of interest rates increasing more significantly during the year ended December 31, 2022, as compared to 2021 and 2020.

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Hedging results reflect valuation losses in hedges against increasing interest rates during the year ended December 31, 2022, during which interest rates rose very sharply, as compared to the same period in 2021 when hedge losses were attributable to a slight increase in long term interest rates and elevated hedge costs. The loss from hedging activities decreased during the year ended December 31, 2022, as compared to the same period in 2021, due to the same factors as well as decreased prepayment sensitivity of the hedged MSRs due to higher interest rate levels in 2022 as well as lower target hedge coverage for fluctuations in MSR value due to the growth in fair value and interest rate sensitivity of our MBS portfolio, which also serves to offset the fair value changes of our MSRs.

The decrease in loan recapture income from PFSI reflects the decrease in refinancing activity in our MSR portfolio during the     year ended December 31, 2022, as compared to the same periods in 2021. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties to the consolidated financial statements included in this Report.

Following is a summary of our loan servicing portfolio:

December 31, 2022December 31, 2021
(in thousands)
UPB of loans outstanding$229,858,573$215,927,495
Collection status (UPB) (1)
Delinquency:
30-89 days delinquent$1,903,007$1,148,542
90 or more days delinquent:
Not in foreclosure$880,841$1,726,488
In foreclosure$70,921$36,658
Bankruptcy$123,239$130,582
Delinquent loans in COVID-19 pandemic-related forbearance:
30-89 days$176,346$169,654
90 days or more$464,694$614,882
Custodial funds managed by the Company (2)$1,783,157$3,823,527
Column 1Column 2
(1)Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”).
Column 1Column 2
(2)Custodial funds include borrower and investor custodial cash accounts relating to loans serviced under mortgage servicing agreements and are not included on the Company’s consolidated balance sheets. The Company earns placement fees on certain of the custodial funds it manages on behalf of the loans’ borrowers and investors, which are included in Interest income in the Company’s consolidated statements of operations.

Net (Losses) Gains on Investments and Financings

Net (losses) gains on investments and financings are summarized below:

Year ended December 31,
202220212020
(in thousands)
From nonaffiliates:
Mortgage-backed securities$(576,758)$(74,354)$87,852
Loans at fair value:
Held in consolidated variable interest entities(301,164)(12,536)(6,617)
Distressed686611(837)
CRT arrangements(65,137)368,999(145,938)
Firm commitment to purchase CRT securities(121,067)
Asset-backed financings at fair value283,58619,7085,519
Hedging derivatives32,932
(658,787)302,428(148,156)
From PFSI‒Excess servicing spread1,651(22,729)
$(658,787)$304,079$(170,885)

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The decrease in net gains on investments for the year ended December 31, 2022, as compared to the year ended December 31, 2021, was caused primarily by increased losses from our investments in MBS and CRT arrangements as interest rates increased and credit spreads widened.

The increase in net gain on investments for the year ended December 31, 2021, as compared to 2020, was caused primarily by increased gains from our CRT arrangements. The increase in gains from CRT arrangements reflects the recovery in fair value from the dislocation in the credit markets experienced during the year ended December 31, 2020. This increase was partially offset by the effects of rising interest rates on the fair value of our investments in MBS.

Mortgage-Backed Securities

During 2022, we recognized net valuation losses on MBS of $576.8 million, as compared to net valuation losses of $74.4 million during 2021. The increase in losses we recognized during the year ended December 31, 2021 reflect a larger portfolio of assets and greater interest rate increases and spread widening than in 2021. The gains recognized during the year ended December 31, 2020 reflect the significant decrease in interest rates that was experienced during that year.

Loans at fair value – Held in VIEs and Asset-Backed Financings at Fair Value

Loans at fair value held in VIEs and Asset-backed financings at fair value incurred net losses of $17.6 million during the year ended December 31, 2022, as compared to net gains of $7.2 million during the year ended December 31, 2021. The net losses during the year ended December 31, 2022 reflect the effects of increasing interest rates and widening credit spreads during that year.

The net gains during the year ended December 31, 2021 reflect the gains on the asset-backed financing exceeding the losses on the underlying assets as the result of tightening credit spreads on our net investments secured by jumbo loans and investment properties.

The losses during the year ended December 31, 2020 are attributable to the effect of uncertainties surrounding borrower credit performance experienced in the mortgage market as the result of the COVID-19 pandemic. Unlike our investments in MBS, which carry Agency guarantees of security payment performance, the loans held in a VIE are the sole source of repayment of the securities. Therefore, uncertainties about borrower performance are more directly reflected in the fair value of these loans and more than offset the positive effect of decreasing interest rates for the year ended December 31, 2021.

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CRT Arrangements

The activity in and balances relating to our CRT arrangements are summarized below:

Year ended December 31,
202220212020
(in thousands)
UPB of loans sold$18,277,263
Investments:
Deposits securing CRT arrangements$1,700,000
Change in expected face amount of firm commitment to purchase CRT securities(1,502,203)
$197,797
Net investment income:
Net (losses) gains on investments and financings:
CRT Derivatives and strips:
CRT derivatives
Realized$38,382$93,837$(53,965)
Valuation changes(42,220)(12,829)(82,633)
(3,838)81,008(136,598)
CRT strips
Realized60,389111,87254,929
Valuation changes(110,356)175,955(79,221)
(49,967)287,827(24,292)
Interest-only security payable at fair value(11,332)16414,952
(65,137)368,999(145,938)
Firm commitments to purchase CRT securities(121,067)
(65,137)368,999(267,005)
Net gains on loans acquired for sale — Fair value of firm commitment to purchase CRT securities recognized upon sale of loans(38,161)
Interest income — Deposits securing CRT arrangements21,3245597,012
$(43,813)$369,558$(298,154)
Net (recoveries received) payments made to settle (recoveries) losses on CRT arrangements$(19,016)$(62,387)$115,475

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December 31, 2022December 31, 2021
(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT derivatives$(22,098)$18,964
CRT strips(137,193)(26,837)
$(159,291)$(7,873)
Deposits securing CRT arrangements$1,325,294$1,704,911
Interest-only security payable at fair value$21,925$10,593
CRT arrangement assets pledged to secure borrowings:
Derivative assets$1,262$19,627
Deposits securing CRT arrangements (1)$1,325,294$1,704,911
UPB of loans underlying CRT arrangements$25,315,524$30,808,907
Collection status (UPB):
Delinquency (2)
Current$24,673,719$29,581,803
30-89 days delinquent$409,049$349,291
90-180 days delinquent$112,286$120,775
180 or more days delinquent$93,717$748,576
Foreclosure$26,753$8,462
Bankruptcy$54,395$64,694
Delinquent loans in COVID-19 pandemic-related forbearance plans:
30-89 days delinquent$35,388$44,015
90-180 days delinquent$39,033$57,815
180 or more days delinquent$35,588$174,041
Column 1Column 2
(1)For purposes of this discussion, includes Deposits securing credit risk transfer strip liabilities securing $160.6 million and $27.5 million in CRT strip and CRT derivative liabilities at December 31, 2022 and December 31, 2021, respectively.
Column 1Column 2
(2)Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

The performance of our investments in CRT arrangements during the year ended December 31, 2022 reflects credit spread widening (an increase in the interest rate demanded by investors for instruments over those that are considered “risk free”) for CRT securities in the credit markets. This contrasts with CRT investments’ gains during the year ended December 31, 2021 which reflects a recovery of the credit markets from the dislocation experienced during the first quarter of 2020 as a result of the onset of the COVID-19 pandemic and continuing improvement in the performance of the loans underlying this investment.

ESS Purchased from PFSI

We recognized fair value gains relating to our investment in ESS totaling $1.7 million for the year ended December 31, 2021, as compared to fair value losses of $22.7 million during 2020. The gains were driven by the positive influence on expected future cash flows of the generally rising interest rates during the portion of 2021 that the ESS was outstanding. The valuation losses during 2020, resulted from increased prepayment experience and expectations for the loans underlying the ESS and the effect of uncertainties surrounding future cash flows on the discount rate used to develop the assets’ fair value. The remaining balance of the ESS was sold to PLS during the quarter ended March 31, 2021.

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Net Gains on Loans Acquired for Sale

Our net gains on loans acquired for sale are summarized below:

Year ended December 31,
202220212020
(in thousands)
From non-affiliates:
Cash loss:
Loans$(1,196,384)$(1,487,649)$(326,214)
Hedging activities596,295188,733(504,506)
(600,089)(1,298,916)(830,720)
Non-cash gain:
Receipt of MSRs in loan sale transactions670,3431,484,6291,158,475
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales(4,442)(25,029)(19,316)
Reduction in liability due to change in estimate4,2275,8124,457
(215)(19,217)(14,859)
Recognition of fair value of commitment to purchase credit risk transfer securities relating to loans sold(38,161)
Change in fair value of financial instruments held at year end:
Interest rate lock commitments(2,928)(69,935)61,232
Loans(4,057)31,072(12,279)
Hedging derivatives(42,330)(46,832)45,197
(49,315)(85,695)94,150
620,8131,379,7171,199,605
Total from nonaffiliates20,72480,801368,885
From PFSI—cash4,9686,47211,037
$25,692$87,273$379,922
Interest rate lock commitments issued on loans acquired for sale to nonaffiliates$44,174,447$108,458,880$117,727,579
Acquisition of loans for sale (UPB):
To nonaffiliates$37,090,031$110,003,574$106,898,339
To PFSI49,533,11964,641,21862,413,089
$86,623,150$174,644,792$169,311,428

The changes in gain on loans acquired for sale during the year ended December 31, 2022, as compared to the same period in 2021, reflect the effect of rising interest rates on demand for mortgage loans and gain on sale margins. The changes in Net gains on loans acquired for sale during the year ended December 31, 2021, as compared to 2020, reflect the tightening of gain on sale margins, as well as decreasing interest rate lock commitments.

Non-cash elements of gains on sale of loans

Interest Rate Lock Commitments

Our net gains on sale of loans includes our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our Net gains on sale of loans acquired for sale before we purchase the loans. These gains are reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair value of our IRLCs as the loan acquisition process progresses until we complete the acquisition or the commitment is canceled. Such adjustments are included in our Net gains on sale of loans acquired for sale. The fair value of our IRLCs become part of the carrying value of our loans when we complete the purchase of the loans. The methods and key inputs we use to measure the fair value of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

65

The MSRs and liability for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our results of operations in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our results of operations.

Mortgage Servicing Rights

Our methods to measure and update the measurements of our MSRs as well as the effect of changes in valuation inputs on MSR fair value are detailed in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Firm Commitment to Purchase CRT Securities

During the time we were selling loans into CRT arrangements, we recognized the fair value of our commitment to purchase CRT securities when we sold loans subject to CRT arrangements. This fair value represents the difference between the expected fair value of the CRT securities we committed to purchase and their contractual purchase price.

Liability for Losses Under Representations and Warranties

We recognize a liability for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit loss on the loans. Our credit loss may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.

We recorded provisions for losses relating to representations and warranties relating to current loan sales of $4.4 million, $25.0 million and $19.3 million as part of our loan sales in each of the years ended December 31, 2022, 2021 and 2020, respectively. The decrease in the provision relating to current loan sales during the year ended December 31, 2022, relating to current loan sales reflects the decrease of our loan sales volume and reduced default and loss-given default assumptions during 2022 as compared to 2021. The increase in the provision during the year ended December 3, 2021, relating to current loan sales reflects the increase of our loan sales volume as well as loan sales no longer being subject to credit risk transfer arrangements for which our representation and warranty loss estimates were less than for other loan sales.

66

Following is a summary of the indemnification and repurchase activity and loans subject to representations and warranties:

Year ended December 31,
202220212020
(in thousands)
Indemnification activity (UPB):
Loans indemnified at beginning of year$2,782$4,583$5,697
New indemnifications6,009345450
Less: Indemnified loans repaid or refinanced6832,1461,564
Loans indemnified at end of year$8,108$2,782$4,583
Indemnified loans indemnified by correspondent lenders at end of year$1,312$1,112$1,497
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of year$2,670$213$213
Repurchase activity (UPB):
Loans repurchased$92,293$86,954$72,535
Less:
Loans repurchased by correspondent sellers77,81352,78731,306
Loans resold or repaid by borrowers26,58433,95024,837
Net loans (resolved) repurchased with losses chargeable to liability to representations and warranties$(12,104)$217$16,392
Net losses charged to liability for representations and warranties$993$861$580
At end of year:
Loans subject to representations and warranties$228,339,312$213,944,023$163,592,788
Liability for representations and warranties$39,471$40,249$21,893

The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases, as the loans sold season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.

The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and review our liability estimate on a periodic basis.

The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.

We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their recourse obligations to us. Such adjustments may be material to our financial position and results of operations in future periods.

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded reductions in liabilities for representations and warranties for previously sold loans totaling $4.2 million, $5.8 million and $4.5 million during each of the three years ended December 31, 2022, 2021 and 2020, respectively, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. The decrease in fees during 2022, as compared to 2021 and 2020, reflects a decrease in our purchases of loans with delivery fees.

67

Net Interest Expense

Net interest expense is summarized below:

Year ended December 31, 2022Year ended December 31, 2021Year ended December 31, 2020
InterestInterestInterestInterestInterestInterest
income/Averageyield/income/Averageyield/income/Averageyield/
expensebalancecost %expensebalancecost %expensebalancecost %
(dollars in thousands)
Assets:
Cash and short-term investments$6,912$332,2512.05%$938$243,5480.38%$3,804$650,6300.58%
Mortgage-backed securities133,6403,559,8693.70%36,1802,210,9401.61%59,4612,921,8792.00%
Loans acquired for sale at fair value103,3001,938,4705.26%125,4384,135,1402.99%103,2213,469,3922.93%
Loans at fair value:
Held by variable interest entities59,2631,612,1033.63%17,014474,8083.53%10,609214,5964.86%
Distressed2193,8795.57%3696,6255.49%4939,0325.37%
59,4821,615,9823.63%17,383481,4333.56%11,102223,6284.88%
Excess servicing spread from PFSI1,28021,5635.85%8,418153,7685.38%
Deposits securing CRT arrangements21,3241,468,2191.43%5592,307,1550.02%7,0121,772,7620.39%
324,6588,914,7913.59%181,7789,399,7791.91%193,0189,192,0592.07%
Placement fees relating to custodial funds57,96113,36628,804
Other1,17595313
$383,794$8,914,7914.25%$195,239$9,399,7792.05%$222,135$9,192,0592.38%
Liabilities:
Assets sold under agreements to repurchase$165,436$5,625,3452.90%$97,078$6,161,7551.55%$102,131$5,508,1471.82%
Mortgage loan participation purchase and sale agreements1,02330,0243.36%60633,8271.77%90244,4322.00%
Notes payable secured by credit risk transfer and mortgage servicing assets137,0212,646,5975.11%86,7532,635,6013.25%59,2611,771,3703.29%
Exchangeable senior notes33,368541,2336.08%36,747445,0648.14%18,847269,2476.89%
Asset-backed financings at fair value53,5701,512,5903.49%15,076447,2473.32%10,971203,7955.30%
Assets sold to PFSI under agreement to repurchase38713,0202.93%3,32593,2643.56%
390,41810,355,7893.72%236,6479,736,5142.40%195,4377,890,2552.44%
Interest shortfall on repayments of loans serviced for Agency securitizations15,80664,51971,516
Interest on loan impound deposits4,1963,5713,817
410,420$10,355,7893.91%304,737$9,736,5143.09%270,770$7,890,2553.38%
Net interest expense$(26,626)$(109,498)$(48,635)
Net interest margin-0.29%-1.15%-0.52%
Net interest spread0.34%-1.04%-1.00%

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The effects of changes in the yields and costs and composition of our investments on our interest expense are summarized below:

Year ended December 31, 2022Year ended December 31, 2021
vs.vs.
Year ended December 31, 2021Year ended December 31, 2020
Increase (decrease) due to changes inIncrease (decrease) due to changes in
RateVolumeTotalRateVolumeTotal
(in thousands)
Assets:
Cash and short-term investments$5,517$457$5,974$(1,008)$(1,858)$(2,866)
Mortgage-backed securities66,23331,22797,460(10,318)(12,963)(23,281)
Loans acquired for sale at fair value65,295(87,433)(22,138)2,32119,89622,217
Loans at fair value:
Held by variable interest entities45241,79742,249(3,540)9,9456,405
Distressed5(155)(150)11(135)(124)
45741,64242,099(3,529)9,8106,281
Excess servicing spread from PFSI(1,280)(1,280)673(7,811)(7,138)
Deposits securing CRT arrangements21,042(277)20,765(8,075)1,622(6,453)
158,544(15,664)142,880(19,936)8,696(11,240)
Placement fees relating to custodial funds44,59544,595(15,438)(15,438)
Other1,0801,080(218)(218)
$158,544$30,011$188,555$(19,936)$(6,960)$(26,896)
Liabilities:
Assets sold under agreements to repurchase$77,478$(9,120)$68,358$(16,219)$11,166$(5,053)
Mortgage loan participation purchase and sale agreement492(75)417(96)(200)(296)
Notes payable secured by credit risk transfer and mortgage servicing assets49,90536350,268(808)28,30027,492
Exchangeable senior notes(10,393)7,014(3,379)3,91413,98617,900
Asset-backed financings at fair value80237,69238,494(5,234)9,3394,105
Assets sold to PFSI under agreement to repurchase(387)(387)(470)(2,468)(2,938)
118,28435,487153,771(18,913)60,12341,210
Interest shortfall on repayments of loans serviced for Agency securitizations(48,713)(48,713)(6,997)(6,997)
Interest on loan impound deposits625625(246)(246)
118,284(12,601)105,683(18,913)52,88033,967
Increase in net interest expense$40,260$42,612$82,872$(1,023)$(59,840)$(60,863)

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The decrease in net interest expense during the year ended December 31, 2022, as compared to 2021, is due to:

Column 1Column 2Column 3
An increase in the yields we earn on our investments in MBS and loans acquired for sale arising from our acquisition of higher coupon Agency pass through securities, subordinate MBS and loans acquired for sale.
Column 1Column 2Column 3
An increase in placement fee income we receive relating to custodial funds we mange on behalf of borrowers and investors in our MSR portfolio.
Column 1Column 2Column 3
A decrease in the interest shortfall on repayments of loans serviced for the Agency securitizations, reflecting decreased prepayment activity in our MSR portfolio as a result of increasing interest rates reducing the incentive of borrowers to refinance their loans.

The increase in net interest expense during the year ended December 31, 2021, as compared to 2020, is due to:

Column 1Column 2Column 3
An increase in long-term debt issued to finance our investments in CRT Agreements and MSRs as well as the issuance of unsecured debt. These forms of debt bear higher interest costs as compared to the short-term debt they replace and do not finance interest-earning assets. Revenues relating to MSRs and CRT arrangements are reflected in Net loan servicing fees and Net (losses) gains on investments and financings.
Column 1Column 2Column 3
A decrease in earnings from placement fees relating to custodial funds managed for borrowers, and investors, and deposits securing CRT arrangements which reflects the decrease in interest rates we earn on these assets.

Expenses

Our expenses are summarized below:

Year ended December 31,
202220212020
(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees$81,915$80,658$67,181
Loan fulfillment fees67,991178,927222,200
Management fees31,06537,80134,538
Loan origination12,03628,79226,437
Professional services9,56911,1486,405
Safekeeping8,2019,0877,090
Compensation5,9414,0003,890
Loan collection and liquidation5,39611,27910,363
Other18,57013,94411,517
$240,684$375,636$389,621

Expenses decreased $135.0 million, or 36%, during the year ended December 31, 2022, as compared to 2021, and $14.0 million, or 4%, during the year ended December 31, 2021, as compared to 2020, primarily due to reduced fees relating to fulfillment activities performed by PFSI on our behalf.

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Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

Year ended December 31,
202220212020
(in thousands)
Loan servicing fees:
Loans acquired for sale at fair value$1,018$2,363$2,067
Loans at fair value529505807
MSRs80,36877,79064,307
$81,915$80,658$67,181
Average investment in:
Loans acquired for sale at fair value$1,938,470$4,135,140$3,469,392
Loans at fair value$1,615,982$481,433$223,628
Average MSR portfolio UPB$222,847,593$196,996,623$147,832,880

Loan servicing fees increased by $1.3 million during the year ended December 31, 2022, as compared to the same period in 2021 and $13.5 million during the year ended December 31, 2021, as compared to 2020. We incur loan servicing fees primarily in support of our MSR portfolio. The increase in loan servicing fees year over year was due to the growth in our portfolio of MSRs.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. The decrease in loan fulfillment fees of $110.9 million during 2022, as compared to 2021, and $43.3 million during 2021, as compared to 2020, was due to a decrease in loan commitment volume. Our loan fulfillment fee structure is described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

Management Fees

Management fees payable to PCM are summarized below:

Year ended December 31,
202220212020
(in thousands)
Base$31,065$34,794$34,538
Performance incentive3,007
$31,065$37,801$34,538
Average shareholders' equity amounts used to calculate base management fee expense$2,079,851$2,348,395$2,330,154

Management fees decreased by $6.7 million during the year ended December 31, 2022, as compared to 2021. This decrease reflects the nonrecurrence of a performance incentive fee during the year ended December 31, 2022, along with the effect of the decrease in our average shareholders’ equity on our base management fee during the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Management fees increased by $3.3 million during the year ended December 31, 2021, as compared to 2020, due to the recognition of a performance incentive resulting from our increased profitability during certain of the rolling twelve-month measurement periods ended December 31, 2021, on which the performance incentive fee was based, as compared to our profitability for the year ended December 31, 2020.

Loan origination

Loan origination expenses decreased $16.8 million, or 58%, during 2022, as compared to 2021, primarily reflecting a decrease in the volume of loans produced through our correspondent production activities.

Loan origination expenses increased $2.4 million, or 9%, during 2021, as compared to 2020, reflecting the increases in our loan originations produced through our correspondent production activities.

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Compensation

Compensation expense increased $1.9 million during the year ended December 31, 2022, as compared to 2021, and $110,000 during the year ended December 31, 2021, as compared to 2020, respectively, primarily due to increased expectations in achieving performance targets included in certain performance-based restricted share awards.

Loan collection and liquidation

Loan collection and liquidation expenses decreased by $5.9 million during the year ended December 31, 2022 due to the reduction in our portfolio of nonperforming mortgage loans and the borrower assistance expenses we incurred relating to loans in our CRT reference pools.

Loan collection and liquidation expenses increased by $916,000 during 2021 compared to the year ended 2020, due to continuing collection and liquidation efforts relating to our portfolio of nonperforming mortgage loans and loans included in our CRT reference pools. We incurred this expense to assist certain borrowers in mitigating loan delinquencies they incurred as a result of dislocations arising from the COVID-19 pandemic as an alternative to incurring losses in the CRT arrangements.

Other Expenses

Other expenses are summarized below:

Year ended December 31,
202220212020
(in thousands)
Common overhead allocation from PFSI$8,588$4,906$5,172
Technology2,0581,7871,440
Bank service charges2,2621,7311,924
Insurance1,6221,6711,351
Other4,0403,8491,630
$18,570$13,944$11,517

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Income Taxes

We have elected to treat PMC as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of income.

Our effective tax rates were 216.2% for the year ended December 31, 2022 and (27.3)% for the year ended December 31, 2021.  Our TRS recognized a tax expense of $141.9 million on pretax income of $712.9 million while our consolidated pretax income was $63.1 million for the year ended December 31, 2022. For 2021, the TRS recognized a tax benefit of $12.2 million on pretax loss of $175.3 million while our consolidated pretax income was $44.7 million. The relative values between the tax benefit or expense at the TRS and our consolidated pretax income drive the fluctuation in the effective tax rate. We record a tax provision only at the TRS.  As a result, when TRS pre-tax income is substantially greater than the consolidated pre-tax income, the tax expense provided at the TRS will be disproportionate to the consolidated income.  This correlation resulted in an effective tax rate at the consolidated level of 216.2% for the year ended December 31, 2022. The primary difference between our effective tax rate and the statutory tax rate is due to nontaxable REIT income resulting from the dividends paid deduction.

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2022, the valuation allowance was decreased to zero from the $34.1 million valuation allowance recorded at December 31, 2021 as the result of GAAP income at the TRS for the year ended December 31, 2022. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

The Inflation Reduction Act was signed into law on August 16, 2022 (the “Act").   Effective for tax years beginning after December 31, 2022, the Act imposes a 15% alternative minimum tax ("AMT") on the adjusted financial statement income ("AFSI") of “Applicable Corporations”.  The term "Applicable Corporations" does not include REITs but does include TRSs whose three-year average AFSI exceeds $1 billion.  Based on the current legislation and the definition of AFSI, we do not expect our TRS to be subject to this AMT in the foreseeable future.

In general, cash dividends declared by the Company will be considered ordinary income to shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning after December 31, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) (subject to certain limitations) provides a 20% deduction from taxable income for ordinary REIT dividends.

Below is a reconciliation of GAAP year to date net income to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

Taxable income (loss)
GAAP net incomeGAAP/tax differencesTotal taxable income (loss)Taxable subsidiariesREIT
Year ended December 31, 2022(in thousands)
Net investment income
Net loan servicing fees/ESS transactions$909,551$65,857$975,408$975,408$
Net (losses) gains on investments and financings(658,787)715,71256,925(14,766)71,691
Net gains on loans acquired for sale25,692(671,121)(645,429)(645,429)
Loan origination fees52,08552,08552,085
Net interest (expense) income(26,626)(4,266)(30,893)(161,277)130,384
Results of real estate acquired in settlement of loans496(116)380380
Other1,3601,3611,361
Net investment income303,771106,066409,837207,762202,075
Expenses240,684(3,393)237,290213,82423,466
REIT dividend deduction178,615178,615178,615
Total expenses and dividend deduction240,684175,222415,905213,824202,081
Income (loss) before provision for (benefit from) income taxes63,087(69,156)(6,068)(6,062)(6)
Provision for (benefit from) income taxes136,374(136,380)(6)(6)
Net (loss) income$(73,287)$67,224$(6,062)$(6,062)$

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Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31,December 31,
20222021
(in thousands)
Assets
Cash$111,866$58,983
Investments:
Short-term252,271167,999
Mortgage-backed securities at fair value4,462,6012,666,768
Loans acquired for sale at fair value1,821,9334,171,025
Loans at fair value1,513,3991,568,726
Derivative assets84,94034,238
Deposits securing credit risk transfer arrangements1,325,2941,704,911
MSRs4,012,7372,892,855
13,473,17513,206,522
Other336,523507,203
Total assets$13,921,564$13,772,708
Liabilities
Debt:
Short-term$6,616,528$6,721,878
Long-term4,787,1624,455,012
11,403,69011,176,890
Other555,059228,300
Total liabilities11,958,74911,405,190
Shareholders’ equity1,962,8152,367,518
Total liabilities and shareholders’ equity$13,921,564$13,772,708

Total assets increased by approximately $148.9 million, or 1%, from December 31, 2021 to December 31, 2022, primarily due to an increase in MBS of $1.8 billion and MSRs of $1.1 billion, partially offset by a $2.3 billion decrease in Loans acquired for sale at fair value and a $379.6 million decrease in Deposits securing credit risk transfer arrangements. The increase in our MBS is primarily due to our increased investment in Agency pass-through securities. The growth in investment in MSRs reflects the growth in our servicing portfolio from our correspondent lending activities.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

Following is a summary of our correspondent production acquisitions at fair value:

Year ended December 31,
202220212020
(in thousands)
Correspondent loan purchases:
Government-sponsored entity ("GSE") eligible (1)$41,575,252$113,667,618$106,472,654
Held for sale to PLS ‒ Government insured or guaranteed46,562,85367,702,94563,574,547
Jumbo loans5,029
Advances to home equity lines of credit1322,569
$88,143,266$181,370,563$170,049,770
Column 1Column 2
(1)GSE eligibility refers to the eligibility of loans for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its GSE eligible loan production to other investors, including PLS.

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During 2022, we purchased for sale $88.1 billion in fair value of correspondent production loans as compared to $181.4 billion during 2021 and $170.0 billion during 2020. The decrease in loan production during the year ended December 31, 2022 reflects the effect of decreased loan demand as a result of the increasing interest rate environment during the year ended December 31, 2022, as compared to the favorable interest rate environment during the same periods in 2021 and 2020.

Other Investment Activities

Following is a summary of our acquisitions of mortgage-related investments held in our credit sensitive strategies and interest rate sensitive strategies segments:

Year ended December 31,
202220212020
(in thousands)
Credit sensitive assets:
Credit risk transfer strips$(178,501)
Deposits and commitments to fund deposits relating to CRT arrangements1,700,000
Change in firm commitment to purchase CRT securities
Fair value(159,228)
Expected face amount(1,502,203)
(1,661,431)
Loans secured by investment properties, net of associated asset-backed financing$23,485$71,071
23,48571,071(139,932)
Interest rate sensitive assets:
Mortgage-backed securities (net of sales)2,638,267932,270352,307
Excess servicing spread received pursuant to a recapture agreement5572,093
Mortgage servicing rights received in loan sales670,3431,484,6291,158,475
3,308,6102,417,4561,512,875
$3,332,095$2,488,527$1,372,943

Our acquisitions during the three years ended December 31, 2022 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

December 31, 2022December 31, 2021
AverageAverage
FairLifeFairLife
valuePrincipal(in years)CouponvaluePrincipal(in years)Coupon
(dollars in thousands)
Agency pass-through securities$4,262,502$4,693,04510.13.5%$2,666,768$2,649,2388.62.2%
Subordinate credit-linked securities177,898184,6204.611.2%
Senior non-Agency securities22,20128,10314.32.5%
$4,462,601$4,905,768$2,666,768$2,649,238

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Credit Risk Transfer Transactions

Following is a summary of the composition of the loans underlying our investment in funded CRT arrangements.

CRT Transactions

Following is a summary of the composition of our holdings of CRT arrangements.

December 31, 2022December 31, 2021
(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT strips$(137,193)$(26,837)
CRT derivatives(22,098)18,964
(159,291)(7,873)
Deposits securing CRT arrangements1,325,2941,704,911
Interest-only security payable at fair value(21,925)(10,593)
$1,144,078$1,686,445
UPB of loans subject to credit guarantee obligations (1)$25,315,524$30,808,907
Column 1Column 2
(1)UPB for December 31, 2022 includes modified loans that have incurred losses; such loans are excluded from UPB for December 31, 2021.

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of December 31, 2022:

Year of origination
202020192018201720162015Total
(in millions)
UPB (1):
Outstanding$5,085$11,776$3,087$2,588$2,113$667$25,316
Liquidations:
Balances$$2.8$54.2$155.1$114.0$56.6$382.7
Losses$$0.2$5.3$18.9$11.8$6.7$42.9
Modifications:
Balances$64.4$532.0$286.2$$$$882.6
Losses$0.6$6.9$5.7$$$$13.2
Column 1Column 2
(1)Includes modified loans that have incurred losses through December 31, 2022.
Year of origination
Original debt-to income ratio202020192018201720162015Total
(in millions)
25%$1,049$1,770$286$328$316$72$3,821
25 - 30%8171,490253299286733,218
30 - 35%8961,8053593993641003,923
35 - 40%8772,1034984714031204,472
40 - 45%8752,5417336565531815,539
45%5712,0679584351911214,343
$5,085$11,776$3,087$2,588$2,113$667$25,316
Weighted average33.4%35.8%38.9%36.4%35.0%31.4%35.6%

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Year of origination
Origination FICO credit score202020192018201720162015Total
(in millions)
600 - 649$35$169$73$30$19$11$337
650 - 6992541,1126493942571332,799
700 - 7491,2043,4541,0918806712037,503
750 or greater3,5847,0091,2661,2801,16632014,625
Not available8328452
$5,085$11,776$3,087$2,588$2,113$667$25,316
Weighted average763752734744751742751
Year of origination
Origination loan-to value ratio202020192018201720162015Total
(in millions)
80%$2,388$4,163$988$838$857$267$9,501
80-85%8542,2547367375701775,328
85-90%333663140134115381,423
90-95%4621,249354317236722,690
95-100%1,0483,4478695623351136,374
$5,085$11,776$3,087$2,588$2,113$667$25,316
Weighted average80.7%83.3%83.5%82.5%80.6%81.0%82.4%
Year of origination
Current loan-to value ratio (1)202020192018201720162015Total
(in millions)
80%$5,046$11,677$3,064$2,584$2,113$667$25,151
80-85%3173132119
85-90%6176130
90-95%1528
95-100%2114
100%1214
$5,085$11,776$3,087$2,588$2,113$667$25,316
Weighted average56.1%55.9%53.0%48.0%43.9%41.3%53.4%
Column 1Column 2
(1)Based on current UPB compared to estimated fair value of the property securing the loan.
Year of origination
Geographic distribution202020192018201720162015Total
(in millions)
CA$519$1,134$373$269$399$121$2,815
FL5641,150398274229602,675
TX6151,0272472232681032,483
VA268525113123148631,240
MD197491139147138371,149
Other2,9227,4491,8171,55293128314,954
$5,085$11,776$3,087$2,588$2,113$667$25,316

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Year of origination
Regional geographic distribution (1)202020192018201720162015Total
(in millions)
Northeast$469$1,439$363$372$267$98$3,008
Southeast1,7344,0741,1118956682078,689
Midwest4721,237263248191482,459
Southwest1,3372,6155895084011405,590
West1,0732,4117615655861745,570
$5,085$11,776$3,087$2,588$2,113$667$25,316
Column 1Column 2
(1)Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT, VI; Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, WV; Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD, WI; Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK, TX, UT; and West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.
Year of origination
Collection status202020192018201720162015Total
(in millions)
Delinquency
Current - 89 Days$5,063$11,662$3,022$2,572$2,102$663$25,084
90 - 179 Days1052261294113
180+ Days1049284293
Foreclosure2131126
$5,085$11,776$3,087$2,588$2,113$667$25,316
Bankruptcy$2$19$16$7$8$2$54

Cash Flows

Our cash flows for the years ended December 31, 2022, 2021, and 2020 are summarized below:

Year ended December 31,
202220212020
(in thousands)
Operating activities$1,784,471$(2,819,714)$671,656
Investing activities(1,867,474)1,093,013(15,367)
Financing activities135,8861,727,980(702,641)
Net cash flows$52,883$1,279$(46,352)

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Our cash flows resulted in a net increase in cash of $52.9 million during 2022, as discussed below.

Operating activities

Net cash provided by operating activities totaled $1.8 billion during 2022, as compared to net cash used in operating activities of $2.8 billion during 2021 and net cash provided by operating activities of $671.7 million during 2020. Cash flows from operating activities are most influenced by cash flows from loans acquired for sale as shown below:

Year ended December 31,
202220212020
(in thousands)
Operating cash flows from:
Loans acquired for sale$1,417,213$(2,704,816)$(165,398)
Other367,258(114,898)837,054
$1,784,471$(2,819,714)$671,656

Cash flows from loans acquired for sale primarily reflect changes in the level of production inventory from the beginning to end of the years presented as well as cash flows relating to associated hedging activities. Our inventory of loans acquired for sale decreased during the year ended December 31, 2022, as compared to 2021, resulting in the cash inflow relating to loans acquired for sale. The negative cash flows relating to loans acquired for sale during the years ended December 31, 2021 and 2020, respectively, reflect the increase in our loans acquired for sale inventory and the significant cash hedging costs that reduced cash inflows from loan sales by more than the decrease in our inventory of loans held for sale.

Investing activities

Net cash used in our investing activities was $1.9 billion during 2022, as compared to net cash provided by investing activities of $1.1 billion during 2021 and net cash used in investing activities of $15.4 million during 2020. During 2022, net cash was used in investing activities primarily due to purchases of our investments in MBS in excess of sales and repayments of such assets partially offset by repayments from our investments in CRT arrangements.

Net cash provided by our investing activities was $1.1 billion during 2021 as compared to net cash used in investing activities of $15.4 million during 2020 due primarily to the $1.3 billion of distributions from CRT arrangements that were not replaced by new investments in CRT arrangements.

Financing activities

Net cash provided by our financing activities was $135.9 million during 2022, as compared to net cash provided by financing activities of $1.7 billion and net cash used in financing activities of $702.6 million during 2021 and 2020, respectively. The change during 2022 reflects the relative stability in the level of our investments during the year, as compared to the growth experienced during 2021. The change during 2021 reflects the increased borrowings to finance our investment activities.

As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that the cash flows from our investments are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent sellers, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program when determined to be advantageous and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

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We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.

Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements, which has allowed us to more closely match the terms of our borrowings to the expected lives of the assets securing those borrowings. Our leverage ratio, defined as all borrowings divided by shareholders’ equity at the date presented, was 5.81 and 4.72 at December 31, 2022 and December 31, 2021, respectively.

On June 28, 2022, the Company, through its indirect subsidiary, PMT ISSUER TRUST—FMSR, issued an aggregate principal amount of $305 million in secured term notes (the “2022-FT1 Notes”) to qualified institutional buyers under Rule 144A of the Securities Act. The 2022-FT1 Notes bear interest at a rate equal to United States 30 Day Average Secured Overnight Financing Rate, or SOFR, plus 4.19% per annum and will mature on June 25, 2027 or, if extended pursuant to the terms of the 2022-FT1 Notes Indenture Supplement, either June 25, 2028 or June 25, 2029. The 2022-FT1 Notes rank pari passu with the 2018-FT1 Notes, the 2021-FT2 Notes, and the Series 2017-MSRVF1 Notes issued by PMT ISSUER TRUST—FMSR.

Sales of Assets Under Agreements to Repurchase

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:

Year ended December 31,
Assets sold under agreements to repurchase202220212020
(in thousands)
Average balance outstanding$5,625,345$6,161,755$5,508,147
Maximum daily balance outstanding$8,834,936$8,882,538$10,433,609
Ending balance$6,616,528$6,671,890$6,309,418

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $11.6 billion at December 31, 2022.

Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:

Column 1Column 2Column 3
The transactions relating to loans and REO under agreements to repurchase generally provide for terms of approximately one to two years;
Column 1Column 2Column 3
The transactions relating to loans under mortgage loan participation purchase and sale agreements provide for terms of approximately one year; and
Column 1Column 2Column 3
The transactions relating to assets under notes payable provide for terms ranging from two to five years.

Debt Covenants

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:

Column 1Column 2Column 3
a minimum of $75 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $75 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PMC and PennyMac Holdings, LLC (“PMH”); a minimum of $25 million in unrestricted cash and cash equivalents at PMC; and a minimum of $10 million in unrestricted cash and cash equivalents at PMH;
Column 1Column 2Column 3
a minimum tangible net worth for the Company of $1.25 billion; a minimum tangible net worth for our Operating Partnership of $1.25 billion; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $300 million;

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Column 1Column 2Column 3
a maximum ratio of total liabilities to tangible net worth of less than 10:1 for PMC and PMH and 7:1 for the Company and our Operating Partnership; and
Column 1Column 2Column 3
at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:

Column 1Column 2Column 3
a minimum in unrestricted cash and cash equivalents of $100 million;
Column 1Column 2Column 3
a minimum tangible net worth of $1.25 billion;
Column 1Column 2Column 3
a maximum ratio of total liabilities to tangible net worth of 10:1; and
Column 1Column 2Column 3
at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. For the most recent fiscal quarter, the Company is compliant with all such conditions. However, we may be required to obtain waivers from certain lenders in the future if this condition precedent is not met.

Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Regulatory Capital and Liquidity Requirements

In addition to the financial covenants imposed upon us and PLS under our debt financing agreements, we and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency sellers/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for approved non-depository single-family sellers/servicers in the case of FHFA, and for approved single-family issuers in the case of Ginnie Mae, as summarized below:

Column 1Column 2Column 3
A minimum net worth of a base of $2.5 million plus 25 basis points of UPB for total 1-4 unit residential loans serviced;
Column 1Column 2Column 3
A tangible net worth/total assets ratio greater than or equal to 6%;
Column 1Column 2Column 3
A liquidity requirement equal to 0.035% (3.5 basis points) of total Agency servicing UPB plus an incremental 200 basis points of the amount by which total nonperforming Agency servicing UPB (reduced by 70% of the UPB of nonperforming Agency loans that are in COVID-19 pandemic-related payment forbearance and were current when they entered such forbearance) exceeds 6% of the applicable Agency servicing UPB; allowable assets to satisfy the liquidity requirement, include cash and cash equivalents (unrestricted), certain investment-grade securities that are available for sale or held for trading including Agency mortgage-backed securities, obligations of Fannie Mae or Freddie Mac, and U.S. Treasury obligations, and unused and available portions of committed servicing advance lines;
Column 1Column 2Column 3
In the case of PLS, liquidity equal to the greater of $1.0 million or 0.10% (10 basis points) of its outstanding Ginnie Mae single-family securities, which must be met with cash and cash equivalents; and
Column 1Column 2Column 3
In the case of PLS, net worth equal to $2.5 million plus 0.35% (35 basis points) of its outstanding Ginnie Mae single-family obligations.

We believe that we and PLS are currently in compliance with the applicable Agency requirements. In August 2022, the Agencies issued revised capital and liquidity requirements. The requirements will be effective at various dates beginning September 30, 2023, for issuers of securities guaranteed by seller/servicers of mortgage loans to Fannie Mae and Freddie Mac and issuers of Ginnie Mae securities. We believe that we and PLS were in compliance with the applicable Agencies’ revised requirements as of December 31, 2022.

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Our Manager continues to explore a variety of additional means of financing our business, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and additional equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of December 31, 2022, we have not entered into any off-balance sheet arrangements.

All debt financing arrangements that matured between December 31, 2022 and the date of this Report have been renewed, extended or replaced.

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2022:

CounterpartyAmount at risk
(in thousands)
Bank of America, N.A.$110,367
Goldman Sachs & Co. LLC101,768
Citibank, N.A.95,553
Barclays Capital Inc.71,837
JPMorgan Chase & Co.59,677
Wells Fargo Securities, LLC18,527
Credit Suisse First Boston Mortgage Capital LLC15,093
Morgan Stanley & Co. LLC11,452
RBC Capital Markets, L.P.8,996
Daiwa Capital Markets America Inc.9,904
Amherst Pierpont Securities LLC6,744
BNP Paribas Corporate & Institutional Banking6,480
Nomura Holdings America, Inc1,707
$518,105

Management Agreement. We are externally managed and advised by our Manager pursuant to a management agreement, which requires our Manager to oversee our business affairs in conformity with the investment policies that are approved and monitored by our board of trustees. Our Manager is responsible for our day-to-day management and will perform such services and activities related to our assets and operations as may be appropriate.

Pursuant to our management agreement, our Manager collects a base management fee and may collect a performance incentive fee, both payable quarterly and in arrears. The management agreement, as amended, expires on June 30, 2025 subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the servicing agreement.

The base management fee is calculated at a defined annualized percentage of “shareholders’ equity.” Our “shareholders’ equity” is defined as the sum of the net proceeds from any issuances of our equity securities since our inception (weighted for the time outstanding during the measurement period); plus our retained earnings at the end of the quarter; less any amount that we pay for repurchases of our common shares (weighted for the time held during the measurement period); and excluding one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between our Manager and our independent trustees and approval by a majority of our independent trustees.

Pursuant to the terms of our management agreement, the base management fee is equal to the sum of (i) 1.5% per year of average shareholders’ equity up to $2 billion, (ii) 1.375% per year of average shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of average shareholders’ equity in excess of $5 billion.

The performance incentive fee is calculated at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of annualized return on our “equity.” For the purpose of determining the amount of the performance incentive fee, “net income” is defined as net income attributable to common shares or loss computed in accordance with GAAP and adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges determined after discussions between PCM and our independent trustees and approval by a majority of our independent trustees. For this purpose, “equity” is the weighted average of the issue price per common share of all of our public

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offerings of common shares, multiplied by the weighted average number of common shares outstanding (including restricted share units issued under our equity incentive plans) in the four-quarter period.

The performance incentive fee is calculated quarterly and is equal to: (a) 10% of the amount by which net income attributable to common shares of beneficial interest for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS yield (the target yield) for such quarter. The “high watermark” starts at zero and is adjusted quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of our net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned.

Under the management agreement, PCM is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on our behalf, it being understood that PCM and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for our direct benefit. With respect to the allocation of PCM’s and its affiliates’ personnel, PCM was reimbursed $120,000 per fiscal quarter through June 30, 2020 and is reimbursed $165,000 per fiscal quarter from and after July 1, 2020, such amount to be reviewed annually and to not preclude reimbursement for any other services performed by PCM or its affiliates.

We are required to pay PCM and its affiliates a pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of PCM and its affiliates required for our and our subsidiaries’ operations. These expenses will be allocated based on the ratio of our and our subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or owned by PCM and/or its affiliates as calculated at each fiscal quarter end.

PCM may also be entitled to a termination fee under certain circumstances. Specifically, the termination fee is payable for (1) our termination of our management agreement without cause, (2) PCM’s termination of our management agreement upon a default by us in the performance of any material term of the agreement that has continued uncured for a period of 30 days after receipt of written notice thereof or (3) PCM’s termination of the agreement after the termination by us without cause (excluding a non-renewal) of our MBS agreement, our MSR recapture agreement or our servicing agreement (each as described and/or defined below). The termination fee is equal to three times the sum of (a) the average annual base management fee and (b) the average annual (or, if the period is less than 24 months, annualized) performance incentive fee earned by our Manager during the 24-month period immediately preceding the date of termination.

We may terminate the management agreement without the payment of any termination fee under certain circumstances, including, among other circumstances, uncured material breaches by our Manager of the management agreement, upon a change in control of our Manager (defined to include a 50% change in the shareholding of our Manager in a single transaction or related series of transactions).

Our management agreement also provides that, prior to the undertaking by PCM or its affiliates of any new investment opportunity or any other business opportunity requiring a source of capital with respect to which PCM or its affiliates will earn a management, advisory, consulting or similar fee, PCM shall present to us such new opportunity and the material terms on which PCM proposes to provide services to us before pursuing such opportunity with third parties.

Servicing Agreement. We have entered into a loan servicing agreement with PLS, pursuant to which PLS provides servicing for our portfolio of residential loans and subservicing for our portfolio of MSRs. Such servicing and subservicing provided by PLS include collecting principal, interest and escrow account payments, if any, with respect to loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. PLS also engages in certain loan origination activities that include refinancing loans and financings that facilitate sales of real estate owned properties, or REOs.

The base servicing fee rates for non-distressed loans subserviced by PLS on our behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the loan is a fixed-rate or adjustable-rate loan. The base servicing fee rates for loans subserviced on our behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans. To the extent that these loans become delinquent, PLS is entitled to an additional servicing fee per loan falling within a range of $10 to $55 per month and based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property becomes REO. PLS is also entitled to customary ancillary income and certain market-based fees

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and charges, including boarding and deboarding fees, liquidation and disposition fees, and assumption, modification and origination fees, as well as certain fees for COVID-19 related forbearance and modification activities provided for under the CARES Act.

The base servicing fee rates for distressed whole loans are charged based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or whether the underlying mortgage property has become REO. The base servicing fee rates for distressed whole loans range from $30 per month for current loans up to $95 per month for loans where the borrower has declared bankruptcy. The base servicing fee rate for REO is $75 per month. To the extent that we rent our REO under our REO rental program, we pay PLS an REO rental fee of $30 per month per REO, an REO property lease renewal fee of $100 per lease renewal, and a property management fee in an amount equal to PLS’ cost if property management services and/or any related software costs are outsourced to a third-party property management firm or 9% of gross rental income if PLS provides property management services directly. PLS is also entitled to retain any tenant paid application fees and late rent fees and seek reimbursement for certain third-party vendor fees.

PLS is also entitled to certain activity-based fees for distressed whole loans that are charged based on the achievement of certain events.  These fees range from $750 for a streamline modification to $1,750 for a full modification or liquidation and $500 for a deed-in-lieu of foreclosure.  PLS is not entitled to earn more than one liquidation fee, re-performance fee or modification fee per loan in any 18-month period.

In addition, because we have limited employees and infrastructure, PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement. For these services, PLS receives a supplemental servicing fee of $25 per month for each distressed whole loan. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred by PLS in the performance of its servicing obligations.

Except as otherwise provided in our MSR recapture agreement, when PLS effects a refinancing of a loan on our behalf and not through a third-party lender and the resulting loan is readily saleable, or PLS originates a loan to facilitate the disposition of the real estate acquired by us in settlement of a loan, PLS is entitled to receive from us market-based fees and compensation consistent with pricing and terms PLS offers unaffiliated third parties on a retail basis.

Mortgage Banking Services Agreement. Pursuant to a mortgage banking services agreement (the “MBS agreement”), PLS provides us with certain mortgage banking services, including fulfillment and disposition-related services, with respect to loans acquired by us from correspondent sellers.

Pursuant to the MBS agreement, PLS has agreed to provide such services exclusively for our benefit, and PLS and its affiliates are prohibited from providing such services for any other third party. However, such exclusivity and prohibition shall not apply, and certain other duties instead will be imposed upon PLS, if we are unable to purchase or finance loans as contemplated under our MBS agreement for any reason.

In consideration for the mortgage banking services provided by PLS with respect to our acquisition of loans, through June 30, 2020, PLS was entitled to a monthly fulfillment fee that shall equal (a) no greater than the product of (i) 0.35% and (ii) the aggregate initial unpaid principal balance (the “Initial UPB”) of all loans purchased in such month, plus (b) in the case of all loans other than loans sold to or securitized through Fannie Mae or Freddie Mac, no greater than the product of (i) 0.50% and (ii) the aggregate Initial UPB of all such loans sold and securitized in such month; provided however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae loans. We do not hold the Ginnie Mae approval required to issue Ginnie Mae MBS and act as a servicer. Accordingly, under the MBS agreement, PLS purchased loans underwritten in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from us at our cost less an administrative fee plus accrued interest and, through June 30, 2020, a sourcing fee ranging from two to three and one-half basis points, generally based on the average number of calendar days that loans are held by us prior to purchase by PLS.

Effective July 1, 2020, the fulfillment fees and sourcing fees were revised as follows:

Column 1Column 2Column 3
Fulfillment fees shall not exceed the following:
Column 1Column 2Column 3
(i)the number of loan commitments multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments are subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, plus
Column 1Column 2Column 3
(ii)$315 multiplied by the number of purchased loans up to and including 16,500 per quarter and $195 multiplied by the number of purchased loans in excess of 16,500 per quarter, plus
Column 1Column 2Column 3
(iii)$750 multiplied by the number of all purchased loans that are sold or securitized to parties other than Fannie Mae and Freddie Mac; provided, however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae loans, and as of October 1, 2022, designated Fannie Mae or Freddie Mac loans acquired by PLS.

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Column 1Column 2Column 3
Sourcing fees charged to PLS range from one to two basis points, generally based on the average number of calendar days the loans are held by us before purchase by PLS.

PLS may also purchase conventional loans from us at our mutual consent subject to the same sourcing fees and other terms as their purchases of Ginnie Mae loans.

Notwithstanding any provision of the MBS agreement to the contrary, if it becomes reasonably necessary or advisable for PLS to engage in additional services in connection with post-breach or post-default resolution activities for the purposes of a correspondent agreement, then we have generally agreed with PLS to negotiate in good faith for additional compensation and reimbursement of expenses to be paid to PLS for the performance of such additional services.

MSR Recapture Agreement. Through June 30, 2020, pursuant to the terms of the MSR recapture agreement entered into by PMC with PLS, if PLS refinanced through its consumer direct lending business loans for which we previously held the MSRs, PLS was generally required to transfer and convey to PMC, cash in an amount equal to 30% of the fair market value of the MSRs related to all such loans so originated.

Effective July 1, 2020, the 2020 MSR recapture agreement changes the recapture fee payable by PLS to a tiered amount equal to:

Column 1Column 2Column 3
40% of the fair market value of the MSRs relating to the recaptured loans subject to the first 15% of the “recapture rate”;
Column 1Column 2Column 3
35% of the fair market value of the MSRs relating to the recaptured loans subject to the recapture rate in excess of 15% and up to 30%; and
Column 1Column 2Column 3
30% of the fair market value of the MSRs relating to the recaptured loans subject to the recapture rate in excess of 30%.

The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance of all recaptured loans, to (ii) the aggregate unpaid principal balance of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month. The Company has further agreed to allocate sufficient resources to target a recapture rate of 15%.

The MSR recapture agreement expires, unless terminated earlier in accordance with its terms, on June 30, 2025, subject to automatic renewal for additional 18-month periods, unless terminated in accordance with its terms.

Spread Acquisition and MSR Servicing Agreement. On December 19, 2016, we amended and restated a master spread acquisition and MSR servicing agreement with PLS (the “12/19/16 Spread Acquisition Agreement”). Pursuant to the 12/19/16 Spread Acquisition Agreement, we may acquire from PLS, from time to time, the right to receive participation certificates representing beneficial ownership in ESS arising from Ginnie Mae MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related loans for Ginnie Mae. The primary purpose of the amendment and restatement was to facilitate the continued financing of the ESS owned by us in connection with the parties’ participation in the GNMA MSR Facility (as defined below).

To the extent PLS refinances any of the loans relating to the ESS we have acquired, the 12/19/16 Spread Acquisition Agreement also contains recapture provisions requiring that PLS transfer to us, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated loans. However, under the 12/19/16 Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the refinanced loans, PLS is also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the modified loans, the 12/19/16 Spread Acquisition Agreement contains provisions that require PLS to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, PLS may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such ESS. The remaining balance of the ESS was repaid during the quarter ended March 31, 2021.

Master Repurchase Agreement with PLS. On December 19, 2016, we, through PMH, entered into a master repurchase agreement with PLS (the “PMH Repurchase Agreement”), pursuant to which PMH may borrow from PLS for the purpose of financing PMH’s participation certificates representing beneficial ownership in ESS acquired from PLS under the 12/19/16 Spread Acquisition Agreement. PLS then re-pledges such participation certificates to PNMAC GMSR ISSUER TRUST (the “Issuer Trust”) under a master repurchase agreement by and among PLS, the Issuer Trust and Private National Mortgage Acceptance Company, LLC, as guarantor (the “PC Repurchase Agreement”). The Issuer Trust was formed for the purpose of allowing PLS to finance MSRs and ESS relating to such MSRs (the “GNMA MSR Facility”).

In connection with the GNMA MSR Facility, PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in MSRs and ESS pursuant to the terms of the PC Repurchase Agreement. In return, the Issuer Trust (a) has issued to PLS, pursuant to the terms of an indenture, the Series 2016-MSRVF1 Variable Funding Note, dated December 19, 2016, known as the “PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, Series 2016-MSRVF1” (the “VFN”), and (b) has issued and may, from time to time pursuant to the terms of any supplemental indenture, issue to institutional investors additional term notes (“Term

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Notes”), in each case secured on a pari passu basis by the participation certificates relating to the MSRs and ESS. The maximum principal balance of the VFN is $1,000,000,000.

The principal amount paid by PLS for the participation certificates under the PMH Repurchase Agreement is based upon a percentage of the market value of the underlying ESS. Upon PMH’s repurchase of the participation certificates, PMH is required to repay PLS the principal amount relating thereto plus accrued interest (at a rate reflective of the current market and consistent with the weighted average note rate of the VFN and any outstanding Term Notes) to the date of such repurchase. PLS is then required to repay the Issuer Trust the corresponding amount under the PC Repurchase Agreement.

As a condition to our entry into the 12/19/16 Spread Acquisition Agreement and our participation in the GNMA MSR Facility, we were also required to enter into a subordination, acknowledgement and pledge agreement (the “Subordination Agreement”). Under the terms of the Subordination Agreement, we pledged to the Issuer Trust our rights under the 12/19/16 Spread Acquisition Agreement and our interest in any ESS purchased thereunder.

The Subordination Agreement contains representations, warranties and covenants by us that are substantially similar to those contained in our other financing arrangements. To the extent there exists an event of default under the PC Repurchase Agreement or a “trigger event” (as defined in the Subordination Agreement), the Issuer Trust would be entitled to liquidate any and all of the collateral securing the PC Repurchase Agreement, including the ESS subject to the PMH Repurchase Agreement. PMH repaid all borrowings under this agreement in connection with PLS repurchasing the remaining balance of the ESS during the quarter ended March 31, 2021.

Loan Purchase Agreement. We have entered into a loan purchase agreement with our Servicer. Currently, we use the loan purchase agreement for the purpose of acquiring prime jumbo and Agency-eligible residential loans originated by our Servicer. The loan purchase agreement contains customary terms and provisions, including representations and warranties, covenants, repurchase remedies and indemnities. The purchase prices we pay our Servicer for such loans are market-based.

FY 2021 10-K MD&A

SEC filing source: 0001564590-22-007180.

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

We are a specialty finance company that invests primarily in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. Our investment focus is on the mortgage-related assets that we create through our correspondent production activities, including mortgage servicing rights (“MSRs”), non-Agency subordinate Mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which include CRT Agreements and CRT strips that absorb credit losses on certain of the loans we sold. We also invest in Agency MBS. We have also historically invested in distressed mortgage assets (loans and real estate acquired in settlement of loans (“REO”)), which we have substantially liquidated.

We are externally managed by PNMAC Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loans and MSRs are serviced by PennyMac Loan Services, LLC (“PLS”). PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company.

During the year ended December 31, 2021, we purchased newly originated prime credit quality residential loans with fair values totaling $181.4 billion, as compared to $170.0 billion for the year ended December 31, 2020, in our correspondent production business. To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development (“HUD”) through the Federal Housing Administration (the “FHA”), or insured or guaranteed by the Veterans Administration (the “VA”) or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Government National Mortgage Association (“Ginnie Mae”) approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. We receive a sourcing fee from PLS based on the unpaid principal balance (“UPB”) of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the year ended December 31, 2021, we received sourcing fees totaling $6.5 million, relating to $64.8 billion in UPB of loans that we sold to PLS.

We operate our business in four segments: Correspondent production, Interest rate sensitive strategies, Credit sensitive strategies and our Corporate operations as described below.

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production serves as the source of our investments in MSRs, private label non-Agency securitizations, and through 2020, CRT arrangements. Our correspondent production and resulting investment activity are summarized below:

Year ended December 31,
202120202019
(in thousands)
Sales of loans acquired for sale:
To nonaffiliates$110,919,477$106,306,805$61,128,081
To PennyMac Financial Services, Inc.67,851,63063,618,18550,110,085
$178,771,107$169,924,990$111,238,166
Net gains on loans acquired for sale$87,273$379,922$170,164
Investment activities resulting from correspondent production:
Receipt of MSRs as proceeds from sales of loans$1,484,629$1,158,475$837,706
Retention of interests in securitizations of loans secured by investment properties, net of associated asset-backed financings42,256
Purchase of subordinate bonds backed by previously-sold loans secured by investment properties held in consolidated variable interest entities28,815
Investments in CRT arrangements:
Deposits securing CRT arrangements1,700,000933,370
Recognition of firm commitment to purchase CRT securities (1)(38,161)99,305
Change in face amount of firm commitment to purchase CRT securities and commitment to fund Deposits securing CRT arrangements(1,502,203)897,151
Total investments in CRT arrangements159,6361,929,826
Total investments resulting from correspondent activities$1,526,885$1,318,111$2,767,532

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Column 1Column 2
(1)Initial recognition of firm commitment upon sale of loans.

Interest Rate Sensitive Investments

Our interest rate sensitive investments include:

Column 1Column 2Column 3
Mortgage servicing rights. During the year ended December 31, 2021, we received approximately $1.5 billion of MSRs as proceeds from sales of loans acquired for sale. We held $2.9 billion of MSRs at fair value at December 31, 2021.
Column 1Column 2Column 3
REIT-eligible mortgage-backed or mortgage-related securities. We purchased approximately $2.2 billion and sold approximately $1.3 billion of Agency MBS during the year ended December 31, 2021. We held Agency MBS with fair values totaling approximately $2.7 billion at December 31, 2021. The purchases and sales during the period reflect a rebalancing of our investment in Agency MBS aimed at reducing prepayment and price risk relating to these assets.

Credit Sensitive Investments

CRT Arrangements

At present, we are no longer creating new CRT investments as the Federal Housing Finance Agency (“FHFA”) instructed the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) to gradually wind down new front-end lender risk share transactions such as CRT investments. During the year ended December 31, 2021, we recognized investment gains of $369.6 million relating to our holdings of CRT investments. We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and interest-only security payable) totaling approximately $1.7 billion at December 31, 2021.

Investments in Subordinate MBS Backed by Loans Secured by Investment Properties

Beginning in the quarter ended June 30, 2021, the Company purchased or retained approximately $71.1 million of subordinate MBS backed by loans secured by investment properties sourced from the Company’s conventional correspondent production activities. The subordinate MBS provide us with a higher yield than senior securities. However, we retain credit risk in the subordinate MBS since they are the first securities to absorb credit losses relating to the underlying loans.

As the result of the Company’s consolidation of the variable interest entities that issued the subordinate MBS as described in Note 6 – Variable Interest Entities – Investment in Securities Backed by Loans Secured by investment Properties to the consolidated financial statements included in this Report, we include loans underlying these and similar transactions with UPBs totaling approximately $1.5 billion on our consolidated balance sheet as of December 31, 2021.

Taxation

We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year we lose our REIT qualification. A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we have made a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.

We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required.  The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.

Critical Accounting Policies

Preparation of financial statements in compliance with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

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Fair value

Our consolidated balance sheet is substantially comprised of assets that are measured at or based on their fair values. Measurement at fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether we have elected to carry them at fair value. We group financial statement items measured at or based on fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to determine fair value.

The fair value level assigned to an asset or liability is identified based on the lowest level of inputs that are significant to determining the respective asset or liability’s fair value. These levels are:

December 31, 2021
Percentage of
LevelDescriptionCarrying value of assets measured (1)Total assetsTotal shareholders' equity
(in thousands)
1Prices determined using quoted prices in active markets for identical assets or liabilities.$174,0071%7%
2Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.8,388,04361%354%
3Prices determined using significant unobservable inputs. Unobservable inputs reflect our judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. (2)4,669,96234%197%
Total assets measured at or based on fair value$13,232,01296%558%
Total assets$13,772,708
Total shareholders’ equity$2,367,518
Column 1Column 2
(1)Includes assets measured on both a recurring and nonrecurring basis based on the accounting principles applicable to the specific asset or liability and whether we have elected to carry the item at its fair value.
Column 1Column 2
(2)For purposes of this discussion, includes Deposits securing credit risk transfer arrangements which are carried at amortized cost. These deposits along with the related CRT derivatives and CRT strips are held in the form of securities which are the basis for valuation of the CRT derivatives and strips.

At December 31, 2021, $13.2 billion, or 96%, of our total assets were carried at fair value on a recurring basis and $14.4 million, or less than 1% (consisting of REO), were carried based on fair value on a non-recurring basis. Of these assets, $4.7 billion, or 34%, of total assets are measured using “Level 3” fair value inputs, which are difficult to observe and require significant management judgment.

Changes in inputs to measurement of Level 3 fair value financial statement items have a significant effect on the amounts reported for these items including their reported balances and their effects on our net income as summarized below:

Change in fair value
Year ended December 31,Loans at fair value (1)Excess servicing spreadInterest rate lock commitmentsCRT AssetsMortgage servicing rights (2)TotalPre-tax income (loss)
2021$1,1821,037(156,840)163,290(39,056)$(30,387)$44,661
2020$(1,578)(24,970)536,943(267,969)(706,107)$(463,681)$79,730
2019$(6,099)(9,256)80,13359,800(262,031)$(137,453)$190,641
Column 1Column 2
(1)Includes loans held for sale and loans at fair value.
Column 1Column 2
(2)Excluding changes in fair value attributable to realization of cash flows.

As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in estimating the fair value of these fair value assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these fair value assets and liabilities, subsequent transactions may be at values significantly different from those reported.

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Because the fair value of “Level 3” fair value assets and liabilities is difficult to estimate, our valuation process is conducted by specialized staff and receives significant executive management oversight. We have assigned the responsibility for estimating the fair values of our “Level 3” fair value assets and liabilities, except for interest rate lock commitments (“IRLCs”), to PFSI’s Financial Analysis and Valuation group (the “FAV group”). With respect to those valuations, PFSI’s FAV group reports to PFSI’s valuation committee, which oversees the valuations. PFSI’s valuation committee includes the Company’s chief financial, chief investment and risk officers as well as other senior members of the Company’s finance, capital markets and risk management staffs.

The fair value of our IRLCs is developed by our Manager’s Capital Markets Risk Management staff and is reviewed by our Manager’s Capital Markets Operations group in the exercise of their internal control responsibilities.

Following is a discussion relating to our approach to measuring the assets and liabilities that are most affected by “Level 3” fair value estimates.

Loans

We carry loans at their fair values. We recognize changes in the fair value of loans in current period income as a component of either Net gains on loans acquired for sale or Net gains (losses) on investments and financings. We estimate fair value of loans based on whether the loans are saleable into active markets with observable pricing.

Column 1Column 2Column 3
We categorize loans that are saleable into active markets as “Level 2” fair value assets. Such loans include substantially all of our loans acquired for sale and our loans held in VIEs. We estimate such loans’ fair values using their quoted market price or market price equivalent. We held $5.7 billion of such loans at fair value at December 31, 2021.
Column 1Column 2Column 3
We categorize loans that are not saleable into active markets as “Level 3” fair value assets. Such loans include of our investments in distressed loans, home equity and commercial loans held for sale and certain of the loans acquired for sale which we subsequently repurchased pursuant to representations and warranties or that we identified as non-salable to the Agencies. We held $34.3 million of such loans at fair value at December 31, 2021.

We estimate the fair value of our “Level 3” fair value loans based on the expected resolution of individual loans for distressed loans and using a discounted cash flow valuation model for loans held for sale. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.

Derivative Assets

Interest Rate Lock Commitments

Our net gain on loans acquired for sale includes our estimates of gains or losses we expect to realize upon the sale of loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gain on loans acquired for sale at fair value before we purchase the loan. In the course of our correspondent production activities, we make contractual commitments to correspondent sellers to purchase loans at specified terms. We call these commitments IRLCs. We recognize the fair value of IRLCs at the time we make the commitment to the correspondent seller and adjust the fair value of such IRLCs during the time the commitment is outstanding.

We carry IRLCs as either derivative assets or derivative liabilities on our consolidated balance sheet. The fair value of an IRLC is transferred to the fair value of loans acquired for sale at fair value when the loan is funded.

An active, observable market for IRLCs does not exist. Therefore, we measure the fair value of IRLCs using methods and inputs we believe that market participants use in pricing IRLCs. We estimate the fair value of an IRLC based on quoted Agency MBS prices, our estimates of the fair value of the MSRs we expect to receive in the sale of the loans and the probability that the loan will be purchased as a percentage of the commitment we have made (the “pull-through rate”).

Pull-through rates and MSR fair values are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Changes in our estimate of the probability that a loan will fund and changes in mortgage market interest rates are recognized as IRLCs move through the purchase process and may result in significant changes in the estimates of the fair value of the IRLCs. Such changes are reflected in the change in fair value of IRLCs which is a component of our Net gains on loans acquired for sale and may be included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results when we include the IRLCs in our MSR hedging activities in the period of the change. The financial effects of changes in the pull-through rates and MSR fair values generally move in different directions. Increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value but increase the pull-through rate for the principal and interest payment portion of the loans that decrease in fair value.

A shift in the market for IRLCs or a change in our assessment of an input to the valuation of IRLCs can have an effect on the amount of gain on sale of loans acquired for sale for the period. We believe that the fair value of IRLCs is most sensitive to changes in

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pull-through rate inputs. We held $2.5 million of net IRLC assets at December 31, 2021. Following is a quantitative summary of the effect of changes in pull-through inputs on the fair value of IRLCs at December 31, 2021:

Effect on fair value of a change in pull-through rate
Change in input (1)Effect on fair value
(in thousands)
(20%)$(617)
(10%)$(309)
(5%)$(154)
5%$131
10%$247
20%$445
Column 1Column 2
(1)Pull-through rate adjustments for individual loans are limited to adjustments that will increase the individual loan’s pull-through rate to 100%.

Credit Risk Transfer Arrangements

Through late 2020, we had CRT arrangements with Fannie Mae, pursuant to which we sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of an interest-only ownership interest in such loans. We carry the strip or derivative asset or liability relating to these transactions at fair value and recognize changes in the respective assets’ or liability’s fair values in Net gains (losses) on investments and financings in the consolidated statements of income.

A shift in the market for CRT arrangements or a change in our assessment of an input to the valuation of CRT arrangements can have a significant effect on the fair value of CRT arrangements and in our income for the period. We believe that the most significant “Level 3” fair value inputs to the valuation of CRT arrangements are the pricing spread (discount rate) and the remaining loss expectation, which is influenced by the changes in the fair value of the properties securing the loans in the reference pool.

We held $1.7 billion of net CRT arrangement assets at December 31, 2021. Following is a summary of the effect on fair value of various changes to the pricing spread and property value shifts (which is used in the determination of estimated remaining credit losses) input used to estimate the fair value of our CRT arrangements as of December 31, 2021:

Effect on fair value of a change in pricing spread inputEffect on fair value of a shift in property value
Change in input (in basis points)Effect on fair valueProperty value shiftEffect on fair value
(in thousands)(in thousands)
(100)$59,927(15%)$(47,775)
(50)$29,443(10%)$(28,673)
(25)$14,594(5%)$(13,120)
25$(14,347)5%$11,427
50$(28,449)10%$21,105
100$(55,944)15%$29,369

Mortgage Servicing Rights

MSRs represent the value of a contract that obligates us to service the loans on behalf of the owner of the loan in exchange for servicing fees and the right to collect certain ancillary income from the borrower. We carry all of our investments in MSRs at fair value and recognize changes in fair value in current period income. Changes in fair value of MSRs are recognized as a component of Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights.

A shift in the market for MSRs or a change in our assessment of an input to the valuation of MSRs can have a significant effect on the fair value of MSRs and in our income for the period. We believe the most significant “Level 3” fair value inputs to the valuation of MSRs are the pricing spread (discount rate), prepayment speed and annual per-loan cost of servicing. We held

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$2.9 billion of MSRs at December 31, 2021. Following is a summary of the effect on fair value of various changes to these key inputs that we use in making our fair value estimates as of December 31, 2021:

Effect on fair value of a change in input
Change in inputPricing spreadPrepayment speedServicing cost
(in thousands)
(20%)$170,478$264,842$70,338
(10%)$82,921$126,905$35,169
(5%)$40,902$62,159$17,585
5%$(39,826)$(59,726)$(17,585)
10%$(78,613)$(117,162)$(35,169)
20%$(153,220)$(225,672)$(70,338)

The preceding asset analyses hold constant all of the inputs other than the input that is being changed to show an estimate of the effect on fair value of a change in a specific input. We expect that in a market shock event, multiple inputs would be affected and the effects of these changes may compound or counteract each other. Therefore, the preceding analyses are not projections of the effects of a shock event or a change in our estimate of an input and should not be relied upon as earnings projections.

Critical Accounting Policies Not Tied to Fair Value

Consolidation—Variable Interest Entities

We enter into various types of transactions with special purpose entities (“SPEs”), which are trusts that are established for limited purposes. Generally, SPEs are formed in connection with securitization transactions. In a securitization transaction, we transfer loans on our balance sheet to an SPE, which then issues various forms of interests in those assets to investors. In a securitization transaction, we typically receive cash and/or beneficial interests in the SPE in exchange for the assets we transfer.

SPEs are generally considered variable interest entities (“VIEs”). A VIE is an entity having either a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the ability to control the entity’s activities. Variable interests are investments or other interests that will absorb portions of a VIE’s expected losses or receive portions of the VIE’s expected residual returns. Expected residual returns represent the expected positive variability in the fair value of a VIE’s net assets.

When an SPE is a VIE, holders of variable interests in that entity must evaluate whether they are the VIE’s primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. The primary beneficiary of a VIE must include the assets and liabilities of the VIE on its consolidated balance sheet. Therefore, our evaluation of a securitization as a VIE and our status as the VIE’s primary beneficiary can have a significant effect on our consolidated balance sheet.

We evaluate the securitization trust into which assets are transferred to determine whether the entity is a VIE. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE on an ongoing basis.

For our financial reporting purposes, the underlying assets owned by the securitization VIEs that we presently consolidate are shown under Loans at fair value, Derivative and credit risk transfer strip assets and liabilities and Deposits securing credit risk transfer agreements on our consolidated balance sheets:

Column 1Column 2Column 3
The VIEs that hold loans we have securitized are shown as their constituent assets and liabilities- Loans at fair value, and the securities issued to third parties by the consolidated VIE are shown as Asset-backed financings at fair value on our consolidated balance sheets. We include the interest earned on the loans held by the VIEs in Interest income and interest attributable to the asset-backed securities issued by the VIEs in Interest expense in our consolidated income statements. Changes in the fair value of loans held in the VIEs and the associated asset-backed financings are included in Net gains (losses) on investments and financings in our consolidated income statements.
Column 1Column 2Column 3
The VIEs that hold assets relating to our CRT arrangements are shown as their constituent assets and liabilities – the Deposit securing credit risk transfer agreements, Derivative and credit risk transfer strip assets and liabilities which represent our Interest-only (“IO”) ownership interest and Recourse Obligation, and Interest-only security payable at fair value. We include the income we receive from the IO ownership interests and changes in fair value of the Derivative credit risk transfer strip assets and liabilities and Interest-only security payable at fair value in Net gains (losses) on investments and financings in our consolidated income statements.

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Income Taxes

We have elected to be taxed as a REIT and believe we comply with the provisions of the Internal Revenue Code applicable to REITs. Accordingly, we believe that we will not be subject to federal income tax on that portion of our REIT taxable income that is distributed to shareholders as long as we meet the requirements of certain asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to income taxes and may be precluded from qualifying as a REIT for the four tax years following the year of loss of our REIT qualification.

Our TRS is subject to federal and state income taxes. We provide for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We recognize the effect on deferred taxes of a change in tax rates in income in the period in which the change occurs. We establish a valuation allowance if, in our judgment, realization of deferred tax assets is not more likely than not.

We recognize tax benefits relating to tax positions we take only if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. We recognize a tax position that meets this standard as the largest amount that in our judgment exceeds 50 percent likelihood of being realized upon settlement. We will classify any penalties and interest as a component of income tax expense.

Accounting Developments

Refer to Note 3 – Significant Accounting Policies – Recently Issued Accounting Pronouncement to our consolidated financial statements for a discussion of recent accounting developments and the expected effect of these developments on us.

Non-Cash Investment Income

A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments, recognition of the fair value of assets created and liabilities incurred in loan sale transactions and the capitalization and amortization of certain assets and liabilities. Because we have elected, or are required by GAAP, to record certain of our financial assets (comprised of MBS, loans acquired for sale at fair value, loans at fair value and ESS), our firm commitment to purchase CRT securities, our derivatives and CRT strips, our MSRs, and our asset-backed financings and interest-only security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.

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The amounts of net non-cash (loss) income items included in net investment income are as follows:

Year ended December 31,
202120202019
(dollars in thousands)
Net gains (losses) on investments and financings:
Mortgage-backed securities$(74,354)$87,852$77,283
Loans:
Held in variable interest entities(12,536)(6,617)7,883
Distressed(206)(87)(7,169)
ESS1,651(22,729)(7,530)
CRT arrangements163,126(161,854)(11,445)
Firm commitment to purchase CRT securities(121,067)60,943
Interest-only security payable at fair value16414,95210,302
Asset-backed financings at fair value19,7085,519(7,553)
97,553(204,031)122,714
Net gains on loans acquired for sale (1)1,379,7171,199,605931,733
Net loan servicing fees—MSR valuation adjustments(337,186)(938,937)(464,353)
Net interest income—Capitalization of interest pursuant to loan modifications2512,318
$1,140,335$56,637$592,412
Net investment income$420,297$469,351$488,815
Non-cash items as a percentage of net investment income271%12%121%
Column 1Column 2
(1)Amount represents MSRs received, fair value of firm commitment to purchase CRT securities recognized, provision for losses on representations and warranties and changes in fair value of loans, IRLCs and hedging derivatives held at year end.

We receive or pay cash relating to:

Column 1Column 2Column 3
Our investments in mortgage-backed securities through monthly principal and interest payments from the issuer of such securities or from sale of the investment;
Column 1Column 2Column 3
Loan investments when the investments are paid down, paid off or sold, when payments of principal and interest occur on such loans or when the property securing the loan has been sold;
Column 1Column 2Column 3
ESS investments through a portion of the monthly interest payments collected on the loans in the ESS reference pool or from sale of the investment;
Column 1Column 2Column 3
CRT arrangements through a portion of both the interest payments collected on loans in the CRT arrangements’ reference pools and the release to us of the deposits securing the arrangements as principal on such loans is repaid;
Column 1Column 2Column 3
Hedging instruments when we receive or make margin deposits as the fair value of respective instrument changes, when the instruments mature or when we effectively cancel the transactions through offsetting trades;
Column 1Column 2Column 3
Our liability for representations and warranties when we repurchase loans or settle loss claims from investors; and
Column 1Column 2Column 3
MSRs in the form of loan servicing fees and placement fees on the deposits we manage on behalf of the borrowers and investors in the loans we service.

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Results of Operations

The following is a summary of our key performance measures:

Year ended December 31,
202120202019
(dollar amounts in thousands, except per common share amounts)
Net investment income$420,297$469,351$488,815
Expenses375,636389,621298,174
Pretax income44,66179,730190,641
(Benefit from) provision for income taxes(12,193)27,357(35,716)
Net income56,85452,373226,357
Dividends on preferred shares30,89124,93824,938
Net income attributable to common shareholders$25,963$27,435$201,419
Pretax income by segment:
Credit sensitive strategies$306,643$(317,143)$182,176
Interest rate sensitive strategies(290,065)105,6971,148
Correspondent production86,936344,63964,593
Corporate(58,853)(53,463)(57,276)
$44,661$79,730$190,641
Annualized return on average common shareholder's equity1.3%1.4%12.0%
Earnings per common share:
Basic$0.26$0.27$2.54
Diluted$0.26$0.27$2.42
Dividends per common share$1.88$1.52$1.88
At year end:
Total assets$13,772,708$11,492,011$11,771,351
Book value per common share (1)$19.05$20.30$21.37
Closing price per common share$17.33$17.47$22.29
Column 1Column 2
(1)As described in Note 3 – Significant Accounting Policies – Recently Issued Accounting Pronouncement to the consolidated financial statements included in this Report, beginning in 2022, a portion of PMT’s exchangeable senior notes that are exchangeable for PMT common shares (“Common Shares”) (the “Exchangeable Notes”) originally allocated to additional paid-in capital will be reclassified to the carrying value of the Exchangeable Notes. Giving effect to this change on the pro forma basis, PMT’s book value as of December 31, 2021 would have been $18.60. This reclassification will also require inclusion of the consideration of common shares issuable pursuant to conversion of the Exchangeable Notes in the Company’s diluted earnings per share calculation.

The United States continues to be significantly impacted by the effects of the COVID-19 pandemic and the effects of market and government responses to the COVID-19 pandemic. These developments have resulted in continued economic uncertainty, financial hardships and unemployment for some of our borrowers.

As part of its response to the COVID-19 pandemic, the federal government included requirements in the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) that we provide borrowers with loans we service subject to Agency securitizations with substantial payment forbearance. As a result of this requirement, we initially experienced a large increase in delinquencies in our servicing portfolio which has increased our cost to service those loans. Through the year ended December 31, 2021, the level of such delinquency has gradually decreased. As of December 31, 2021, 0.4% of the loans in our MSR portfolio were in COVID-19 related forbearance provided for under the CARES Act.

The emergence of COVID-19 created significant disruption in the financial markets as well as changing market perceptions of future credit losses to be incurred on investments in mortgage loans. The primary effect of this disruption on the Company has been on our credit sensitive strategies. The credit markets have substantially recovered, as reflected most recently in the $369.0 million in fair value gains we recognized on our CRT arrangements in 2021.

The origination market is expected to shrink in 2022. Inside Mortgage Finance estimates the 2021 origination market was $4.8 trillion and current forecasts for 2022 average approximately $3.1 trillion. The uncertainties and strains on many mortgage lenders induced by COVID-19 and resulting disruptions in the financial markets caused some market participants to scale back or exit mortgage loan production activities early in the course of the COVID-19 pandemic, which, combined with constraints on mortgage industry origination capacity that existed before the COVID-19 pandemic, allowed us to realize higher gain-on sale margins in our correspondent production activities during most of 2020. With the return of other market participants with increasing interest rates

57

reducing demand for mortgage loans, and with increased direct competition from the Agencies our gain-on-sale margins in our correspondent production activities have experienced significant gain on sale margin compression.

Due to certain capital rules, the GSEs have higher capital requirements to guarantee loans delivered by loan aggregators and may charge higher fees for third party originated loans that we aggregate and deliver to the GSEs as compared to individual loans delivered by third party mortgage lenders directly to the GSEs’ cash windows without the assistance of a loan aggregator. To the extent the GSEs increase the number of purchases and sales for their own accounts, our business and results of operations could be materially and adversely affected.

The current environment caused by the COVID-19 pandemic in the United States is historically unprecedented and the source of much uncertainty surrounding future economic and market prospects and the ongoing effects of this continuing situation on our future prospects are difficult to anticipate. For further discussion of the potential impacts of the COVID-19 pandemic please also see “Risk Factors” in Part II. Item 1A.

Our consolidated net income during the year ended December 31, 2021 increased by $4.5 million, reflecting the effect of the improved fair value performance of our CRT-related investments partially offset by decreases in our correspondent production and interest rate sensitive strategies results during the year ended December 31, 2021, as compared to the same period in 2020. The increase in pretax results is summarized below:

Column 1Column 2Column 3
During the year ended December 31, 2021, we recognized a $636.0 million increase in net gains on our CRT arrangements as compared to 2020, which reflected the severe impact of the market disruption caused by the COVID-19 pandemic on our investments in CRT arrangements during 2020 and the subsequent recovery in 2021.
Column 1Column 2Column 3
Our interest rate sensitive strategies segment was negatively affected by a decrease in net servicing fees of $189.7 million caused by negative fair value changes in our investment in MSRs and hedging results, a $162.2 million decrease in gains on MBS and a $50.7 million increase in net interest expense.
Column 1Column 2Column 3
Growth in production volume in our correspondent production segment was more than offset by reductions in our gain on sale margins as increased market competition compressed such margins, resulting in a $257.7 million decrease in our pretax income.
Column 1Column 2Column 3
We recorded income tax benefit of $12.2 million due to fair value losses on MSRs held in our TRS.

Our consolidated net income during the year ended December 31, 2020 decreased by $174.0 million, reflecting the effect of the COVID-19 pandemic on the fair value of our CRT-related investments and a $63.1 million increase in provision for income taxes, partially offset by gains in our correspondent production and interest rate sensitive strategies segments during the year ended December 31, 2020, as compared to the same period in 2019. The decrease in pretax results is summarized below:

Column 1Column 2Column 3
Our credit sensitive strategies segment reflects the severe impact of the market conditions on our investments in CRT arrangements; we recognized a $438.6 million reduction in the net investment gains on our CRT arrangements and initial recognition of firm commitment to purchase CRT securities.
Column 1Column 2Column 3
During the year ended December 31, 2020, our interest rate sensitive strategies segment was positively affected by growth in its servicing portfolio and performance of its interest rate hedges. We recognized a $212.6 million increase in net servicing fees caused by growth in servicing fees due to an increase in our servicing portfolio and improved hedging performance in relation to MSR fair value changes.
Column 1Column 2Column 3
Our correspondent production segment benefited from increases in loan production volume and gain on sale margins due to the increase in loan demand resulting from historically low interest rates that prevailed throughout 2020, compounded by existing mortgage industry capacity constraints, resulting in a $280.0 million increase in our pretax income.

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Net Investment Income

Our net investment income is summarized below:

Year ended December 31,
202120202019
(in thousands)
Net gains (losses) on investments and financings$304,079$(170,885)$263,318
Net gains on loans acquired for sale87,273379,922170,164
Net loan origination fees170,672147,27287,997
Net loan servicing fees(36,022)153,696(58,918)
Net interest (expense) income(109,498)(48,635)20,439
Other3,7937,9815,815
$420,297$469,351$488,815

Net Gains (Losses) on Investments and Financings

Net gains (losses) on investments and financings is summarized below:

Year ended December 31,
202120202019
(in thousands)
From nonaffiliates:
Mortgage-backed securities$(74,354)$87,852$77,283
Loans at fair value:
Held in VIEs(12,536)(6,617)7,883
Distressed611(837)(7,169)
CRT arrangements368,999(145,938)110,676
Firm commitment to purchase CRT securities(121,067)60,943
Asset-backed financings at fair value19,7085,519(7,553)
Hedging derivatives32,93228,785
302,428(148,156)270,848
From PFSI—ESS1,651(22,729)(7,530)
$304,079$(170,885)$263,318

The increase in net gain on investments for the year ended December 31, 2021, as compared to 2020, was caused primarily by increased gains from our CRT arrangements. The increase in gains from CRT arrangements reflects the recovery in fair value from the dislocation in the credit markets experienced during the year ended December 31, 2020. This increase was partially offset by the effects of rising interest rates on the fair value of our investments in MBS.

The shift in net gain on investments to a net loss during the year ended December 31, 2020, as compared to 2019, reflects the effect of the disruption in the credit markets during 2020 on our CRT investments including expectations for increased losses to be absorbed by those investments as a result of the COVID-19 pandemic.

Mortgage-Backed Securities

During 2021, we recognized net valuation losses on MBS of $74.4 million, as compared to net valuation gains of $87.9 million during 2020. The losses we recognized during the year ended December 31, 2021 reflect rising interest rates. The gains recognized during the year ended December 31, 2020, reflect the significant decrease in interest rates that was experienced during the year.

Loans at fair value – Held in VIEs and Asset-Backed Financings at Fair Value

Loans at fair value held in VIEs and Asset-backed financings at fair value recorded a net gain of $7.2 million during the year ended December 31, 2021, as compared to a net loss of $1.1 million during the year ended December 31, 2020. The net gain during the year ended December 31, 2021 reflect the gains on the asset-backed financing exceeding the losses on the underlying assets as the result of tightening credit spreads on our net investments secured by jumbo loans and investment properties. The loss during the year ended December 31, 2020 is attributable to the effect of uncertainties surrounding borrower credit performance experienced in the mortgage market as the result of the COVID-19 pandemic. Unlike our investments in MBS which carry Agency guarantees of security payment performance, the loans held in a VIE are the sole source of repayment of the securities. Therefore, uncertainties about borrower performance are more directly reflected in the fair value of these loans and more than offset the positive effect of decreasing interest rates for the year ended December 31, 2020.

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CRT Arrangements

The activity in and balances relating to our CRT arrangements are summarized below:

Year ended December 31,
202120202019
(in thousands)
UPB of loans sold$18,277,263$47,748,300
Investments:
Deposits securing CRT arrangements$1,700,000$933,370
Change in expected face amount of firm commitment to purchase CRT securities(1,502,203)897,151
$197,797$1,830,521
Investment income (loss):
Net gains on loans acquired for sale — Fair value of firm commitment to purchase CRT securities recognized upon sale of loans$(38,161)$99,305
Net gains (losses) on investments and financings:
Derivative and CRT strips:
CRT derivatives
Realized$93,837(53,965)79,619
Valuation changes(12,829)(82,633)(9,571)
81,008(136,598)70,048
CRT strips
Realized111,87254,92932,200
Valuation changes175,955(79,221)(1,874)
287,827(24,292)30,326
Interest-only security payable at fair value16414,95210,302
368,999(145,938)110,676
Firm commitments to purchase CRT securities(121,067)60,943
368,999(267,005)171,619
Interest income — Deposits securing CRT arrangements5597,01234,229
$369,558$(298,154)$305,153
Net (recoveries received) payments made to settle (recoveries) losses on CRT arrangements$(62,387)$115,475$5,165

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December 31, 2021December 31, 2020
(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT derivatives$18,964$31,795
CRT strips(26,837)(202,792)
$(7,873)$(170,997)
Deposits securing CRT arrangements$1,704,911$2,799,263
Interest-only security payable at fair value$10,593$10,757
CRT arrangement assets pledged to secure borrowings:
Derivative and credit risk transfer assets$19,627$58,699
Deposits securing CRT arrangements (1)$1,704,911$2,799,263
UPB of loans — underlying CRT arrangements$30,808,907$58,697,942
Collection status (UPB):
Delinquency (2)
Current$29,581,803$54,990,381
30-89 days delinquent$349,291$710,872
90-180 days delinquent$120,775$693,315
180 or more days delinquent$748,576$2,297,365
Foreclosure$8,462$6,009
Bankruptcy$64,694$75,700
Delinquent loans in COVID-19 pandemic-related forbearance plans:
30-89 days delinquent$44,015$383,028
90-180 days delinquent$57,815$546,344
180 or more days delinquent$174,041$1,944,663
Column 1Column 2
(1)For purposes of this discussion, includes Deposits securing credit risk transfer strip liabilities securing $27.5 million and $229.7 million in CRT strip and CRT derivative liabilities at December 31, 2021 and December 31, 2020, respectively.
Column 1Column 2
(2)Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

The performance of our investments in CRT arrangements during the year ended December 31, 2021 reflects a recovery of the credit markets from the dislocation experienced during the first quarter of 2020 as a result of the onset of the COVID-19 pandemic and continuing improvement in the performance of the loans underlying this investment.

ESS Purchased from PFSI

We recognized fair value gains relating to our investment in ESS totaling $1.7 million for the year ended December 31, 2021, as compared to fair value losses of $22.7 million during 2020. The gains were driven by the positive influence on expected future cash flows of the generally rising interest rates during the portion of 2021 that the ESS was outstanding. The change in valuation results during 2020, as compared to 2019, resulted from increased prepayment experience and expectations for the loans underlying the ESS and the effect of uncertainties surrounding future cash flows on the discount rate used to develop the assets’ fair value. The remaining balance of the ESS was sold to PLS during the quarter ended March 31, 2021.

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Net Gains on Loans Acquired for Sale

Our net gains on loans acquired for sale is summarized below:

Year ended December 31,
202120202019
(in thousands)
From non-affiliates:
Cash loss:
Loans$(1,487,649)$(326,214)$(687,317)
Hedging activities188,733(504,506)(88,633)
(1,298,916)(830,720)(775,950)
Non-cash gain:
Receipt of MSRs in loan sale transactions1,484,6291,158,475837,706
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales(25,029)(19,316)(3,778)
Reduction in liability due to change in estimate5,8124,4573,550
(19,217)(14,859)(228)
Recognition of fair value of commitment to purchase credit risk transfer securities relating to loans sold(38,161)99,305
Change in fair value during the year of financial instruments:
IRLCs(69,935)61,232(834)
Loans31,072(12,279)(1,765)
Hedging derivatives(46,832)45,197(2,451)
(85,695)94,150(5,050)
1,379,7171,199,605931,733
Total from nonaffiliates80,801368,885155,783
From PFSI—cash6,47211,03714,381
$87,273$379,922$170,164
Interest rate lock commitments issued on loans acquired for sale to nonaffiliates$108,458,880$117,727,579$63,323,599
Acquisition of loans for sale (UPB):
To nonaffiliates$110,003,574$106,898,339$57,396,037
To PFSI64,641,21862,413,08949,116,781
$174,644,792$169,311,428$106,512,818

The changes in net gain on loans acquired for sale during the year ended December 31, 2021, as compared to 2020, reflect the tightening of gain on sale margins, as well as decreasing interest rate lock commitments. The changes in net gain on loans acquired for sale during the year ended December 31, 2020, as compared to 2019, reflects both the effects of increasing demand in the mortgage market on our loan sales volume and of constraints in mortgage industry capacity on our gain on sale margins, partially offset by losses on the fair value of our commitment to invest in the CRT assets created through our current loan sales. We incurred $38.2 million in fair value losses related to our firm commitment to purchase CRT securities arising from loan sales during the year ended December 31, 2020, as compared to $99.3 million in gain on such loan sales in 2019.

Non-cash elements of gain on sale of loans

Interest Rate Lock Commitments

Our net gain on sale of loans includes our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gain on sale before we purchase the loans. This gain is reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair value of our IRLCs as the loan acquisition process progresses until we complete the acquisition or the commitment is canceled. Such adjustments are included in our gains on sale of loans. The fair value of our IRLCs become part of the carrying value of our loans when we complete the purchase of the loans. The methods and key inputs we use to measure the fair value of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

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The MSRs and liability for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our results of operations in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our results of operations.

Mortgage Servicing Rights

Our methods to measure and update the measurements of our MSRs are detailed in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Firm Commitment to Purchase CRT Securities

During the time we were selling loans into CRT arrangements we recognized the fair value of our commitment to purchase CRT securities when we sold loans subject to CRT arrangements. This fair value represents the difference between the expected fair value of the CRT securities we committed to purchase and their contractual purchase price.

Liability for Losses Under Representations and Warranties

We recognize a liability for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

We recorded provisions for losses relating to representations and warranties relating to current loan sales of $25.0 million, $19.3 million and $3.8 million as part of our loan sales in each of the years ended December 31, 2021, 2020 and 2019, respectively. The increase in the provision relating to current loan sales reflects the increase of our loan sales volume as well as loan sales no longer being subject to credit risk transfer arrangements for which our representation and warranty loss estimates were less than for other loan sales.

In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit loss on the loans. Our credit loss may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.

Following is a summary of the indemnification and repurchase activity and loans subject to representations and warranties:

Year ended December 31,
202120202019
(in thousands)
Indemnification activity unpaid principal balance ("UPB"):
Loans indemnified at beginning of year$4,583$5,697$7,075
New indemnifications345450583
Less: Indemnified loans repaid or refinanced2,1461,5641,961
Loans indemnified at end of year$2,782$4,583$5,697
Indemnified loans indemnified by correspondent lenders at end of year$1,112$1,497$1,941
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of year$213$213$603
Repurchase activity (UPB):
Loans repurchased$86,954$72,535$22,648
Less:
Loans repurchased by correspondent sellers52,78731,30613,745
Loans resold or repaid by borrowers33,95024,8374,830
Net loans repurchased with losses chargeable to liability to representations and warranties$217$16,392$4,073
Net losses charged to liability for representations and warranties$861$580$128
At end of year:
Loans subject to representations and warranties$213,944,023$163,592,788$122,163,186
Liability for representations and warranties$40,249$21,893$7,614

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The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans we purchase and sell subject to representations and warranties increases, as the loans sold season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.

The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and review our liability estimate on a periodic basis.

The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.

We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their recourse obligations to us. Such adjustments may be material to our financial position and income in future periods.

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded reductions in liabilities for representations and warranties for previously sold loans totaling $5.8 million, $4.5 million and $3.6 million during each of the three years ended December 31, 2021, 2020 and 2019, respectively, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. The increase in fees during 2021, as compared to 2020 and 2019, reflects an increase in our purchases of loans with delivery fees.

Net Loan Servicing Fees

Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:

Year ended December 31,
202120202019
(in thousands)
Loan servicing fees$595,346$462,517$319,489
Effect of MSRs and hedging results(631,368)(308,821)(378,407)
Net loan servicing fees$(36,022)$153,696$(58,918)

Following is a summary of our loan servicing fees:

Year ended December 31,
202120202019
(in thousands)
Contractually-specified servicing fees$526,245$406,060$295,390
Ancillary and other fees:
Late charges1,7011,4981,658
Other67,40054,95922,441
69,10156,45724,099
$595,346$462,517$319,489
Average MSR servicing portfolio$196,996,623$147,832,880$110,075,179

Loan servicing fees relate to our MSRs which are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees such as late charges, reconveyance fees and fees charged to correspondent lenders for loans repaid by the borrower shortly after purchase.

The changes in contractually-specified fees during the year ended December 31, 2021, as compared to 2020, is due primarily to increased servicing fees resulting from the growth in our loan servicing portfolio. The changes in other loan servicing fees for the

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same comparative periods is due primarily to an increase in the volume of fees charged to correspondent lenders for loans repaid shortly after purchase during the year ended December 31, 2021, as compared to 2020, as the result of the significant volume of refinancing activity experienced in the first part of 2021.

We have elected to carry our servicing assets at fair value. Changes in fair value have two components: changes due to realization of the contractual servicing fees and changes due to changes in inputs used to estimate the fair value of such items. We endeavor to moderate the effects of changes in fair value primarily by entering into derivatives transactions.

Changes in fair value of MSRs and hedging results are summarized below:

Year ended December 31,
202120202019
(in thousands)
Change in fair value of MSRs
Realization of cash flows$(298,130)$(232,830)$(202,322)
Changes in valuation inputs used in valuation model(39,056)(706,107)(262,031)
(337,186)(938,937)(464,353)
Hedging results(345,041)601,74380,622
Total change in fair value of mortgage servicing rights and hedging results(682,227)(337,194)(383,731)
Recapture income from PFSI50,85928,3735,324
$(631,368)$(308,821)$(378,407)
Average balance of mortgage servicing rights$2,506,678$1,354,508$1,215,866

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized. During the year ended December 31, 2021, as compared to 2020, realization of cash flows decreased primarily due to the addition of MSRs backed with loans with lower interest rates than those held during 2020, which, combined with rising interest rates, combine to result in slower prepayment expectations which reduced the rate at which cash flow realization was recognized during the year ended December 31, 2021.

Changes in fair value due to changes in valuation inputs used in our valuation model during the year ended December 31, 2021, reflect the negative effects of elevated prepayment speeds experienced during 2021, exceeding the offsetting effect on our fair value estimate of slower prepayment speed expectations due to generally increasing interest rates during 2021.

Hedging results produced a loss during the year ended December 31, 2021, as compared to the gains produced during the years ended December 31, 2020 and 2019, due to the negative effect on the fair value of our interest rate hedging instruments of interest rate increases during 2021.

The increase in loan servicing fees from PFSI reflects the increase in refinancing activity in our MSR portfolio during the year ended December 31, 2021, as compared to 2020. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.

Following is a summary of our loan servicing portfolio:

December 31, 2021December 31, 2020
(in thousands)
UPB of loans outstanding$215,927,495$170,502,361
Collection status (UPB) (1)
Delinquency:
30-89 days delinquent$1,148,542$1,235,981
90 or more days delinquent:
Not in foreclosure$1,726,488$4,428,915
In foreclosure$36,658$27,494
Bankruptcy$130,582$148,866
Delinquent loans in COVID-19 pandemic-related forbearance:
30-89 days$169,654$530,353
90 days or more$614,882$3,123,288
Custodial funds managed by the Company (2)$3,823,527$6,086,724
Column 1Column 2
(1)Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

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Column 1Column 2
(2)Custodial funds include borrower and investor custodial cash accounts relating to loans serviced under mortgage servicing agreements and are not included on the Company’s consolidated balance sheets. The Company earns placement fees on certain of the custodial funds it manages on behalf of the loans’ borrowers and investors, which are included in Interest income in the Company’s consolidated statements of income.

Net Interest (Expense) Income

Net interest (expense) income is summarized below:

Year ended December 31, 2021Year ended December 31, 2020Year ended December 31, 2019
InterestInterestInterestInterestInterestInterest
income/Averageyield/income/Averageyield/income/Averageyield/
expensebalancecost %expensebalancecost %expensebalancecost %
(dollars in thousands)
Assets:
Cash and short-term investments$938$243,5480.38%$3,804$650,6300.58%$4,559$164,5772.73%
Mortgage-backed securities36,1802,210,9401.61%59,4612,921,8792.00%78,4502,591,8282.99%
Loans acquired for sale at fair value125,4384,135,1402.99%103,2213,469,3922.93%121,3872,754,9554.35%
Loans at fair value:
Held by variable interest entities17,014474,8083.53%10,609214,5964.86%11,734281,4494.11%
Distressed3696,6255.49%4939,0325.37%3,84875,2515.04%
17,383481,4333.56%11,102223,6284.88%15,582356,7004.31%
ESS from PFSI1,28021,5635.85%8,418153,7685.38%10,291197,2735.15%
Deposits securing CRT arrangements5592,307,1550.02%7,0121,772,7620.39%34,2291,639,8852.06%
181,7789,399,7791.91%193,0189,192,0592.07%264,4987,705,2183.39%
Placement fees relating to custodial funds13,36628,80452,587
Other95313800
195,239$9,399,7792.05%222,135$9,192,0592.38%317,885$7,705,2184.07%
Liabilities:
Assets sold under agreements to repurchase$97,078$6,161,7551.55%$102,131$5,508,1471.82%$178,211$5,600,4693.14%
Mortgage loan participation purchase and sale agreements60633,8271.77%90244,4322.00%1,57040,0363.87%
Notes payable secured by credit risk transfer and mortgage servicing assets86,7532,635,6013.25%59,2611,771,3703.29%53,9681,101,5014.83%
Exchangeable senior notes36,747445,0648.14%18,847269,2476.89%17,037279,2076.02%
Asset-backed financings at fair value15,076447,2473.32%10,971203,7955.30%11,324267,5394.17%
Assets sold to PFSI under agreement to repurchase38713,0202.93%3,32593,2643.56%6,302118,2645.33%
236,6479,736,5142.40%195,4377,890,2552.44%268,4127,407,0163.57%
Interest shortfall on repayments of loans serviced for Agency securitizations64,51971,51625,776
Interest on loan impound deposits3,5713,8173,258
304,737$9,736,5143.09%270,770$7,890,2553.38%297,446$7,407,0163.96%
Net interest (expense) income$(109,498)$(48,635)$20,439
Net interest margin-1.15%-0.52%0.26%
Net interest spread-1.04%-1.00%0.11%

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The effects of changes in the yields and costs and composition of our investments on our interest expense are summarized below:

Year ended December 31, 2021Year ended December 31, 2020
vs.vs.
Year ended December 31, 2020Year ended December 31, 2019
Increase (decrease) due to changes inIncrease (decrease) due to changes in
RateVolumeTotalRateVolumeTotal
(in thousands)
Assets:
Cash and short-term investments$(1,008)$(1,858)$(2,866)$(5,855)$5,100$(755)
Mortgage-backed securities(10,318)(12,963)(23,281)(28,146)9,157(18,989)
Loans acquired for sale at fair value2,32119,89622,217(45,316)27,150(18,166)
Loans at fair value:
Held by variable interest entities(3,540)9,9456,4051,940(3,065)(1,125)
Distressed11(135)(124)235(3,590)(3,355)
(3,529)9,8106,2812,175(6,655)(4,480)
ESS from PFSI673(7,811)(7,138)467(2,340)(1,873)
Deposits securing CRT arrangements(8,075)1,622(6,453)(29,802)2,585(27,217)
(19,936)8,696(11,240)(106,477)34,997(71,480)
Placement fees relating to custodial funds(15,438)(15,438)(23,783)(23,783)
Other(218)(218)(487)(487)
(19,936)(6,960)(26,896)(106,477)10,727(95,750)
Liabilities:
Assets sold under agreements to repurchase(16,219)11,166(5,053)(73,199)(2,881)(76,080)
Mortgage loan participation purchase and sale agreement(96)(200)(296)(826)158(668)
Notes payable secured by credit risk transfer and mortgage servicing assets(808)28,30027,492(20,827)26,1205,293
Exchangeable senior notes3,91413,98617,9002,428(618)1,810
Asset-backed financings of at fair value(5,234)9,3394,1052,679(3,032)(353)
Assets sold to PFSI under agreement to repurchase(470)(2,468)(2,938)(1,821)(1,156)(2,977)
(18,913)60,12341,210(91,566)18,591(72,975)
Interest shortfall on repayments of loans serviced for Agency securitizations(6,997)(6,997)45,74045,740
Interest on loan impound deposits(246)(246)559559
(18,913)52,88033,967(91,566)64,890(26,676)
Net interest expense$(1,023)$(59,840)$(60,863)$(14,911)$(54,163)$(69,074)

The increase in net interest expense during the year ended December 31, 2021, as compared to 2020, is due to:

Column 1Column 2Column 3
An increase in long-term debt issued to finance our investments in CRT Agreements and MSRs as well as the issuance of unsecured debt. These forms of debt bear higher interest costs as compared to the short-term debt they replace and do not finance interest-earning assets. Revenues relating to MSRs and CRT arrangements are reflected in Net loan servicing fees and Net gains (losses) on investments and financings.
Column 1Column 2Column 3
A decrease in earnings from placement fees relating to custodial funds managed for borrowers, and investors, and deposits securing CRT arrangements which reflects the decrease in interest rates we earn on these assets.

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The decrease in net interest income during the year ended December 31, 2020, as compared to 2019, is due to:

Column 1Column 2Column 3
An increase in interest shortfall on repayments of loans serviced for Agency securitizations resulting from the increased levels of prepayment activity in our MSR portfolio. In many cases, when a borrower repays its loan, we are responsible for paying the full month’s interest to the holders of the Agency securities that are backed by the loan regardless of when in the month the borrower repays the loan.
Column 1Column 2Column 3
A decrease in earnings from placement fees relating to custodial funds managed for borrowers and investors and deposits securing CRT arrangements which reflect the effect of decreasing interest rates we earn on these assets.
Column 1Column 2Column 3
Included in net interest income for the year ended December 31, 2019 was $10.8 million of incentives we recognized relating to a master repurchase agreement that provided us with incentives to finance loans approved for satisfying certain consumer characteristics. The master repurchase agreement expired on August 21, 2019.

Expenses

Our expenses are summarized below:

Year ended December 31,
202120202019
(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan fulfillment fees$178,927$222,200$160,610
Loan servicing fees80,65867,18148,797
Management fees37,80134,53836,492
Loan origination28,79226,43715,105
Loan collection and liquidation11,27910,3634,600
Professional services11,1486,4055,556
Safekeeping9,0877,0905,097
Compensation4,0003,8906,897
Other13,94411,51715,020
$375,636$389,621$298,174

Expenses decreased $14.0 million, or 4%, during the year ended December 31, 2021, as compared to 2020, primarily due to reduced fees relating to fulfillment activities performed by PFSI on our behalf, partially offset by an increase in loan servicing fees. Expenses increased $91.4 million, or 31% during 2020, as compared to the same period in 2019, due primarily to increased loan fulfillment fees attributable to increases in our production volume, partially offset by a reduction in the average fulfillment fee rate we incurred.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. The decrease in loan fulfillment fees of $43.3 million during 2021, as compared to 2020, is due to a decrease in loan commitment volume and an increase in discretionary reductions in the PFSI fee schedule, partially offset by an increase in our loan production volume. The increase in loan fulfillment fees of $61.6 million during the year ended December 31, 2020, compared to 2019, is primarily due to an increase in the volume of loans fulfilled for us by PFSI, partially offset by a change in the fulfillment fee structure described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.

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Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

Year ended December 31,
202120202019
(in thousands)
Loan servicing fees:
Loans acquired for sale at fair value$2,363$2,067$1,772
Loans at fair value5058072,207
MSRs77,79064,30744,818
$80,658$67,181$48,797
Average investment in:
Loans acquired for sale at fair value$4,135,140$3,469,392$2,754,955
Loans at fair value$481,433$223,628$356,700
Average MSR portfolio UPB$196,996,623$147,832,880$110,075,179

Loan servicing fees increased by $13.5 million during the year ended December 31, 2021, as compared to 2020, and $18.4 million during the year ended December 31, 2020, as compared to 2019. We incur loan servicing fees primarily in support of our MSR portfolio. The increase in loan servicing fees during the years ended December 31, 2021 and 2020, was due to the growth in our portfolio of MSRs and the fees we incur relating to CARES Act loan forbearance and modification activities.

Management Fees

Management fees payable to PCM are summarized below:

Year ended December 31,
202120202019
(in thousands)
Base$34,794$34,538$29,303
Performance incentive3,0077,189
$37,801$34,538$36,492
Average shareholders' equity amounts used to calculate base management fee expense$2,348,395$2,330,154$1,958,970

Management fees increased by $3.3 million during the year ended December 31, 2021, as compared to 2020, due to the recognition of a performance incentive resulting from our increased profitability during certain of the rolling twelve-month measurement periods ended December 31, 2021, on which the performance incentive fee was based, as compared to our profitability for the year ended December 31, 2020.

Management fees decreased by $2.0 million during the year ended December 31, 2020, as compared to 2019, due to the offsetting effects of an increase in base management fees and the recognition of no performance incentive fees during 2020 as compared to 2019. The increase in base management fees during the year ended December 31, 2020, as compared to 2019, reflects an increase in average shareholder’ equity in 2020 as a result of common shares issuances through 2019. The elimination of the performance incentive fee during 2020, as compared to 2019, reflects the negative effects on our earnings from COVID-19 pandemic-related losses incurred from our investment in CRT arrangements.

Loan origination

Loan origination expenses increased $2.4 million or 9% during 2021, as compared to 2020, and $11.3 million during 2020 as compared to 2019, reflecting the increases in our loan originations produced through our correspondent production activities.

Loan collection and liquidation

Loan collection and liquidation expenses increased by $916,000 and $5.8 million during 2021 and 2020, respectively, due to continuing collection and liquidation efforts relating to our portfolio of nonperforming mortgage loans and the borrower assistance expenses we incurred relating to loans in our CRT reference pools. We incurred this expense to assist certain borrowers in mitigating loan delinquencies they incurred as a result of dislocations arising from the COVID-19 pandemic as an alternative to incurring losses in the CRT arrangements.

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Compensation

Compensation expense increased $110,000 during the year ended December 31, 2021, as compared to 2020, primarily due to improved expectations in achieving performance targets included in certain performance-based restricted share awards. Compensation expense decreased $3.0 million during the year ended December 31, 2020, as compared to 2019, primarily due to a decrease in expected future vesting of equity awards as a result of our projected earnings performance not achieving the targets included in the outstanding performance-based awards.

Other Expenses

Other expenses are summarized below:

Year ended December 31,
202120202019
(in thousands)
Common overhead allocation from PFSI$4,906$5,172$5,340
Technology1,7871,4401,616
Bank service charges1,7311,9242,552
Insurance1,6711,3511,239
Other3,8491,6304,273
$13,944$11,517$15,020

Income Taxes

We have elected to treat PMC as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of income.

Our effective tax rates were (27.3)% for the year ended December 31, 2021 and 34.3% for the year ended December 31, 2020.  Our TRS recognized a tax benefit of $12.2 million on pretax loss of $175.3 million while our consolidated pretax income was $44.7 million for the year ended December 31, 2021. For 2020, the TRS recognized tax expense of $27.3 million on pretax income of $151.5 million while our consolidated pretax income was $79.7 million. The relative values between the tax benefit or expense at the TRS and our consolidated pretax income drive the fluctuation in the effective tax rate. The primary difference between our effective tax rate and the statutory tax rate is due to nontaxable REIT income resulting from the dividends paid deduction.

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2021, the valuation allowance was increased to $34.1 million from the $110,000 valuation allowance recorded at December 31, 2020 as the result of a GAAP loss at the TRS for the year ended December 31, 2021. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

The CARES Act, passed in March 2020, introduced a number of tax law changes which are generally taxpayer favorable and in December 2020, the Taxpayer Certainty and Disaster Tax Relief Act was signed into law. No material changes in our effective income tax rates resulted from either Act. While the CARES Act provides for carry back of losses from 2019, 2020 and 2021, the TRS does not have taxable income from prior years to which the losses could be carried back.

In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning after December 31, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) (subject to certain limitations) provides a 20% deduction from taxable income for ordinary REIT dividends.

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Below is a reconciliation of GAAP year to date net income to taxable income (loss) and the allocation of taxable income (loss) between the TRS and the REIT:

Taxable income (loss)
GAAP net incomeGAAP/tax differencesTotal taxable income (loss)Taxable subsidiariesREIT
Year ended December 31, 2021(in thousands)
Net investment income
Net loan servicing fees/ESS transactions$(36,022)$1,332,675$1,296,653$1,296,653$
Net gains on loans acquired for sale87,273(1,466,274)(1,379,001)(1,379,001)
Loan origination fees170,672170,672170,672
Net gains (losses) on investments and financings304,079(139,874)164,20581,22882,977
Net interest (expense) income(109,498)197,62688,127(36,809)124,936
Results of real estate acquired in settlement of loans3,075(5,191)(2,116)(2,116)
Other718718718
Net investment income420,297(81,038)339,258131,345207,913
Expenses375,636940376,576359,57617,000
REIT dividend deduction190,902190,902190,902
Total expenses and dividend deduction375,636191,842567,478359,576207,902
Income (loss) before (benefit from) provision for income taxes44,661(272,880)(228,220)(228,231)11
(Benefit from) provision for income taxes(12,193)12,2041111
Net income$56,854$(285,084)$(228,231)$(228,231)$

Balance Sheet Analysis

Following is a summary of key balance sheet items as of the dates presented:

December 31,December 31,
20212020
(in thousands)
Assets
Cash$58,983$57,704
Investments:
Short-term167,999127,295
Mortgage-backed securities at fair value2,666,7682,213,922
Loans acquired for sale at fair value4,171,0253,551,890
Loans at fair value1,568,726151,734
ESS131,750
Derivative assets34,238164,318
Deposits securing credit risk transfer arrangements1,704,9112,799,263
MSRs2,892,8551,755,236
REO14,38228,709
13,220,90410,924,117
Other492,821510,190
Total assets$13,772,708$11,492,011
Liabilities
Debt:
Short-term$6,721,878$6,407,131
Long-term4,455,0122,267,278
11,176,8908,674,409
Other228,300520,743
Total liabilities11,405,1909,195,152
Shareholders’ equity2,367,5182,296,859
Total liabilities and shareholders’ equity$13,772,708$11,492,011

Total assets increased by approximately $2.3 billion, or 20%, from December 31, 2020 to December 31, 2021, primarily due to an increase of $1.4 billion in Loans at fair value, $1.1 billion of MSRs and $619.1 million in Loans acquired for sale at fair value,

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partially offset by a $1.1 billion decrease in Deposits securing credit risk transfer arrangements. The increase in Loans at fair value reflects our increased holdings of investments in loan securitizations backed by loans held in consolidated VIEs. The growth in our investment in MSRs reflects the growth in our servicing portfolio from our correspondent lending activities.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

Following is a summary of our correspondent production acquisitions at fair value:

Year ended December 31,
202120202019
(in thousands)
Correspondent loan purchases:
Agency-eligible (1)$113,667,618$106,472,654$63,989,938
Government-insured or guaranteed - for sale to PLS67,702,94563,574,54750,499,641
Jumbo12,839
Advances to home equity lines of credit2,5695,182
$181,370,563$170,049,770$114,507,600
Column 1Column 2
(1)Agency eligibility refers to the eligibility of loans for sale to Agencies. The Company sells or finances a portion of its Agency-eligible loan production to other investors.

During 2021, we purchased for sale $181.4 billion in fair value of correspondent production loans as compared to $170.0 billion during 2020 and $114.5 billion during 2019. Our ability to increase the level of correspondent production during the three-year period ended December 31, 2021 reflects the favorable interest rate environment during 2021 and 2020, along with continuing expansion of our correspondent seller network and our efforts aimed at maximizing the share of our correspondent sellers’ production that is sold to us.

Other Investment Activities

Following is a summary of our acquisitions of mortgage-related investments held in our credit sensitive strategies and interest rate sensitive strategies segments:

Year ended December 31,
202120202019
(in thousands)
Credit sensitive assets:
Credit risk transfer strips$(178,501)$56,804
Deposits and commitments to fund deposits relating to CRT arrangements1,700,000933,370
Change in firm commitment to purchase CRT securities
Fair value(159,228)160,248
Expected face amount(1,502,203)897,151
(1,661,431)1,057,399
Loans secured by investment properties, net of associated asset-backed financing$71,071
71,071(139,932)2,047,573
Interest rate sensitive assets:
MBS (net of sales)932,270352,307546,111
ESS received pursuant to a recapture agreement5572,0931,757
MSRs received in loan sales1,484,6291,158,475837,706
2,417,4561,512,8751,385,574
$2,488,527$1,372,943$3,433,147

Our acquisitions during the three years ended December 31, 2021 were financed through the use of a combination of proceeds from borrowings, liquidations of existing investments and proceeds from equity issuances. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and

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transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

December 31, 2021December 31, 2020
AverageAverage
FairLifeFairLife
valuePrincipal(in years)CouponvaluePrincipal(in years)Coupon
(dollars in thousands)
Agency:
Freddie Mac$831,417$826,8598.52.1%$1,311,036$1,253,7554.42.7%
Fannie Mae1,835,3511,822,3798.62.2%902,886863,7585.32.5%
$2,666,768$2,649,238$2,213,922$2,117,513

Credit Risk Transfer Transactions

Following is a summary of the composition of the loans underlying our investment in funded CRT arrangements and our firm commitment to purchase CRT securities.

CRT Arrangements

Following is a summary of our holding of CRT arrangements:

December 31, 2021December 31, 2020
(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT strips$(26,837)$(202,792)
CRT derivatives18,96431,795
(7,873)(170,997)
Deposits securing CRT arrangements1,704,9112,799,263
Interest-only security payable at fair value(10,593)(10,757)
$1,686,445$2,617,509
UPB of loans subject to credit guarantee obligations$30,808,907$58,697,942

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of December 31, 2021:

Year of origination
202020192018201720162015Total
(in millions)
UPB:
Outstanding$5,990$14,301$3,871$3,246$2,582$819$30,809
Cumulative defaults$17$182$278$493$192$52$1,214
Cumulative losses$$1$10$34$14$6$65

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Year of origination
Original debt-to income ratio202020192018201720162015Total
(in millions)
25%$1,209$2,134$369$398$376$99$4,585
25 - 30%9551,8243233713501033,926
30 - 35%1,0662,2104614984421454,822
35 - 40%1,0462,5416275894951705,468
40 - 45%1,0433,0818998446902476,804
45%6712,5111,192546229555,204
$5,990$14,301$3,871$3,246$2,582$819$30,809
Weighted average33.5%35.8%38.8%36.6%35.1%35.6%35.7%
Year of origination
Origination FICO credit score202020192018201720162015Total
(in millions)
600 - 649$46$204$82$39$26$15$412
650 - 6993121,3757975073251623,478
700 - 7491,4554,2461,3861,1188342589,297
750 or greater4,1698,4361,5971,5761,39738417,559
Not available8409663
$5,990$14,301$3,871$3,246$2,582$819$30,809
Weighted average763752735743750741750
Year of origination
Origination loan-to value ratio202020192018201720162015Total
(in millions)
80%$2,792$5,077$1,272$1,036$1,035$324$11,536
80-85%1,0102,7559349196972206,535
85-90%391809179164143441,730
90-95%5471,487429400285913,239
95-100%1,2504,1731,0577274221407,769
$5,990$14,301$3,871$3,246$2,582$819$30,809
Weighted average80.8%83.2%83.2%82.6%80.8%81.0%82.4%
Year of origination
Current loan-to value ratio (1)202020192018201720162015Total
(in millions)
80%$5,337$13,031$3,714$3,212$2,577$818$28,689
80-85%50294811427411,596
85-90%1252643341427
90-95%24458279
95-100%2101114
100%314
$5,990$14,301$3,871$3,246$2,582$819$30,809
Weighted average66.8%66.5%62.8%57.8%52.4%49.4%63.5%
Column 1Column 2
(1)Based on current UPB compared to estimated fair value of the property securing the loan.

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Year of origination
Geographic distribution202020192018201720162015Total
(in millions)
CA$617$1,373$459$340$476$145$3,410
FL6621,404486346281743,253
TX7381,2663112843351313,065
VA305627144153189771,495
MD225574173182168461,368
Other3,4439,0572,2981,9411,13334618,218
$5,990$14,301$3,871$3,246$2,582$819$30,809
Year of origination
Regional geographic distribution (1)202020192018201720162015Total
(in millions)
Northeast$538$1,658$442$453$322$119$3,532
Southeast2,0314,9511,3951,12382725610,583
Midwest5461,470318307228592,928
Southwest1,5953,2537496504981786,923
West1,2802,9699677137072076,843
$5,990$14,301$3,871$3,246$2,582$819$30,809
Column 1Column 2
(1)Northeast consists of CT, DE, MA, ME, NH, NJ, NY, PA, PR, RI, VT, VI;

Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, WV;

Midwest consists of IA, IL, IN, MI, MN, NE, ND, OH, SD, WI;

Southwest consists of AR, AZ, CO, KS, LA, MO, NM, OK, TX, UT; and

West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.

Year of origination
Collection status202020192018201720162015Total
(in millions)
Delinquency
Current - 89 Days$5,917$13,854$3,633$3,165$2,552$810$29,931
90 - 179 Days12442915138121
180+ Days6140020466161748
Foreclosure3519
$5,990$14,301$3,871$3,246$2,582$819$30,809
Bankruptcy$1$22$19$10$11$2$65

Cash Flows

Our cash flows for the years ended December 31, 2021, 2020, and 2019 are summarized below:

Year ended December 31,
202120202019
(in thousands)
Operating activities$(2,817,660)$671,656$(2,985,074)
Investing activities1,090,959(15,367)(704,677)
Financing activities1,727,980(702,641)3,733,962
Net cash flows$1,279$(46,352)$44,211

Our cash flows resulted in a net increase in cash of $1.3 million during 2021, as discussed below.

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Operating activities

Net cash used in operating activities totaled $2.8 billion during 2021, as compared to net cash provided by operating activities of $671.7 million during 2020 and net cash used in operating activities of $3.0 billion during 2019. Cash flows from operating activities are most influenced by cash flows from loans acquired for sale as shown below:

Year ended December 31,
202120202019
(in thousands)
Operating cash flows from:
Loans acquired for sale$(2,704,816)$(165,398)$(3,291,371)
Other(112,844)837,054306,297
$(2,817,660)$671,656$(2,985,074)

Cash flows from loans acquired for sale primarily reflect changes in the level of production inventory from the beginning to end of the years presented as well as cash flows relating to related hedging activities. Our inventory of loans acquired for sale increased during the year ended December 31, 2021, as compared to 2020, resulting in the cash outflow relating to loans acquired for sale. The negative cash flows relating to loans acquired for sale during 2020 reflect the significant cash hedging costs that reduced cash inflows from loan sales by more than the decrease in our inventory of loans held for sale. Our inventory of loans acquired for sale increased during 2019, resulting in the cash outflow relating to loans acquired for sale.

Investing activities

Net cash provided by our investing activities was $1.1 billion during 2021, as compared to net cash used in investing activities of $15.4 million and $704.7 million during 2020 and 2019, respectively, due primarily to the $1.3 billion of distributions from CRT arrangements that were not replaced by new investments in CRT arrangements. Investing cash flows during the year ended December 31, 2021 increased, as compared to 2020 and 2019, primarily due to our reduced investment in MBS during the year. Reduced growth in investment in MBS was partially offset by increased investments in CRT arrangements.

Financing activities

Net cash provided by our financing activities was $1.7 billion during 2021, as compared to net cash used in financing activities of $702.6 million and net cash provided by financing activities of $3.7 billion during 2020 and 2019, respectively. This change reflects the increased borrowings to finance our investment activities. Cash provided by financing activities during 2019, reflects the increased borrowings and the equity issuances made to finance growth in investments in MBS, CRT arrangements and growth in our inventory of loans held for sale.

As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that the cash flows from our investments are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent sellers, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.

The impact of the COVID-19 pandemic on our operations, liquidity and capital resources remains uncertain and difficult to predict. For further discussion of the potential impacts of the COVID-19 pandemic please also see “Risk Factors” in Part I, Item 1A.

Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation

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purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements which has allowed us to more closely match the term of our borrowings to the expected lives of the assets securing those borrowings. Our leverage ratio, defined as all borrowings divided by shareholders’ equity at the date presented, was 4.72 and 3.78 at December 31, 2021 and December 31, 2020, respectively.

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:

Year ended December 31,
Assets sold under agreements to repurchase202120202019
(in thousands)
Average balance outstanding$6,161,755$5,508,147$5,600,469
Maximum daily balance outstanding$8,882,538$10,433,609$8,577,065
Ending balance$6,671,890$6,309,418$6,648,890

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $11.8 billion at December 31, 2021.

Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:

Column 1Column 2Column 3
The transactions relating to loans and REO under agreements to repurchase generally provide for terms of approximately one to two years;
Column 1Column 2Column 3
The transactions relating to loans under mortgage loan participation purchase and sale agreements provide for terms of approximately one year; and
Column 1Column 2Column 3
The transactions relating to assets under notes payable provide for terms ranging from two to five years.

Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:

Column 1Column 2Column 3
a minimum of $75 million in unrestricted cash and cash equivalents among the Company and/or our subsidiaries; a minimum of $75 million in unrestricted cash and cash equivalents among our Operating Partnership and its consolidated subsidiaries; a minimum of $25 million in unrestricted cash and cash equivalents between PennyMac Corp. (“PMC”) and PennyMac Holdings, LLC (“PMH”); a minimum of $25 million in unrestricted cash and cash equivalents at PMC; and a minimum of $10 million in unrestricted cash and cash equivalents at PMH;
Column 1Column 2Column 3
a minimum tangible net worth for the Company of $1.25 billion; a minimum tangible net worth for our Operating Partnership of $1.25 billion; a minimum tangible net worth for PMH of $250 million; and a minimum tangible net worth for PMC of $300 million;
Column 1Column 2Column 3
a maximum ratio of total liabilities to tangible net worth of less than 10:1 for PMC and PMH and 7:1 for the Company and our Operating Partnership; and
Column 1Column 2Column 3
at least two warehouse or repurchase facilities that finance amounts and assets similar to those being financed under our existing debt financing agreements.

Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.

PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:

Column 1Column 2Column 3
a minimum in unrestricted cash and cash equivalents of $100 million;
Column 1Column 2Column 3
a minimum tangible net worth of $1.25 billion;
Column 1Column 2Column 3
a maximum ratio of total liabilities to tangible net worth of 10:1; and
Column 1Column 2Column 3
at least one other warehouse or repurchase facility that finances amounts and assets that are similar to those being financed under certain of our existing secured financing agreements.

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In addition to the financial covenants imposed upon us and PLS under our debt financing agreements, we and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by FHFA for Agency sellers/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for approved non-depository single-family sellers/servicers in the case of FHFA, and for approved single-family issuers in the case of Ginnie Mae, as summarized below:

Column 1Column 2Column 3
A minimum net worth of a base of $2.5 million plus 25 basis points of UPB for total 1-4 unit residential loans serviced;
Column 1Column 2Column 3
A tangible net worth/total assets ratio greater than or equal to 6%;
Column 1Column 2Column 3
Effective June 30, 2020, FHFA liquidity requirement is equal to 0.035% (3.5 basis points) of total Agency servicing UPB plus an incremental 200 basis points of the amount by which total nonperforming Agency servicing UPB (reduced by 70% of the UPB of nonperforming Agency loans that are in COVID-19 payment forbearance and were current when they entered such forbearance) exceeds 6% of the applicable Agency servicing UPB; allowable assets to satisfy liquidity requirement include cash and cash equivalents (unrestricted), certain investment-grade securities that are available for sale or held for trading including Agency mortgage-backed securities, obligations of Fannie Mae or Freddie Mac, and U.S. Treasury obligations, and unused and available portions of committed servicing advance lines;
Column 1Column 2Column 3
In the case of PLS, liquidity equal to the greater of $1.0 million or 0.10% (10 basis points) of its outstanding Ginnie Mae single-family securities, which must be met with cash and cash equivalents; and
Column 1Column 2Column 3
In the case of PLS, net worth equal to $2.5 million plus 0.35% (35 basis points) of its outstanding Ginnie Mae single-family obligations.

On January 31, 2020, FHFA proposed changes to the eligibility requirements:

Column 1Column 2Column 3
A tangible net worth requirement of a base of $2.5 million plus 35 basis points of the UPB of loans serviced for Ginnie Mae and 25 basis points of the UPB of all other 1-4 unit loans serviced;
Column 1Column 2Column 3
Liquidity equal to or exceeding four basis points multiplied by the aggregate UPB of mortgages serviced for Fannie Mae and Freddie Mac plus 10 basis points multiplied by the aggregate UPB of mortgages serviced for Ginnie Mae plus 300 basis points multiplied by the sum of nonperforming Agency Mortgage Servicing that exceeds 4% of the UPB of total Agency Mortgage Servicing; and
Column 1Column 2Column 3
On June 15, 2020, FHFA announced that it will be re-proposing changes to these requirements.

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures.  For the first quarter of 2022, we have obtained waivers of this requirement from all of the applicable lenders.  We may be required to obtain additional waivers in the future if this condition precedent is not met.

Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

Our Manager continues to explore a variety of additional means of financing our growth, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and additional equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of December 31, 2021, we have not entered into any off-balance sheet arrangements.

All debt financing arrangements that matured between December 31, 2021 and the date of this Report have been renewed, extended or replaced.

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The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of December 31, 2021:

CounterpartyAmount at risk
(in thousands)
RBC Capital Markets, L.P.$69,095
Barclays Capital Inc.65,905
Bank of America, N.A.50,736
Credit Suisse First Boston Mortgage Capital LLC46,355
JPMorgan Chase & Co.29,294
Morgan Stanley Bank, N.A.24,216
Citibank, N.A.16,902
Daiwa Capital Markets America Inc.13,771
Goldman Sachs & Co. LLC13,340
BNP Paribas Corporate & Institutional Banking8,513
Wells Fargo Securities, LLC6,183
Amherst Pierpont Securities LLC3,848
$348,158

Management Agreement. We are externally managed and advised by our Manager pursuant to a management agreement, which requires our Manager to oversee our business affairs in conformity with the investment policies that are approved and monitored by our board of trustees. Our Manager is responsible for our day-to-day management and will perform such services and activities related to our assets and operations as may be appropriate.

Pursuant to our management agreement, our Manager collects a base management fee and may collect a performance incentive fee, both payable quarterly and in arrears. The management agreement, as amended, expires on June 30, 2025 subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the servicing agreement.

The base management fee is calculated at a defined annualized percentage of “shareholders’ equity.” Our “shareholders’ equity” is defined as the sum of the net proceeds from any issuances of our equity securities since our inception (weighted for the time outstanding during the measurement period); plus our retained earnings at the end of the quarter; less any amount that we pay for repurchases of our common shares (weighted for the time held during the measurement period); and excluding one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between our Manager and our independent trustees and approval by a majority of our independent trustees.

Pursuant to the terms of our management agreement, the base management fee is equal to the sum of (i) 1.5% per year of average shareholders’ equity up to $2 billion, (ii) 1.375% per year of average shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of average shareholders’ equity in excess of $5 billion.

The performance incentive fee is calculated at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of annualized return on our “equity.” For the purpose of determining the amount of the performance incentive fee, “net income” is defined as net income attributable to common shares or loss computed in accordance with GAAP and adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges determined after discussions between PCM and our independent trustees and approval by a majority of our independent trustees. For this purpose, “equity” is the weighted average of the issue price per common share of all of our public offerings of common shares, multiplied by the weighted average number of common shares outstanding (including restricted share units issued under our equity incentive plans) in the four-quarter period.

The performance incentive fee is calculated quarterly and is equal to: (a) 10% of the amount by which net income attributable to common shares of beneficial interest for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

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The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS yield (the target yield) for such quarter. The “high watermark” starts at zero and is adjusted quarterly. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of our net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned.

Under the management agreement, PCM is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on our behalf, it being understood that PCM and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for our direct benefit. With respect to the allocation of PCM’s and its affiliates’ personnel, PCM was reimbursed $120,000 per fiscal quarter through June 30, 2020 and is reimbursed $165,000 per fiscal quarter from and after July 1, 2020, such amount to be reviewed annually and to not preclude reimbursement for any other services performed by PCM or its affiliates.

We are required to pay PCM and its affiliates a pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of PCM and its affiliates required for our and our subsidiaries’ operations. These expenses will be allocated based on the ratio of our and our subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or owned by PCM and/or its affiliates as calculated at each fiscal quarter end.

PCM may also be entitled to a termination fee under certain circumstances. Specifically, the termination fee is payable for (1) our termination of our management agreement without cause, (2) PCM’s termination of our management agreement upon a default by us in the performance of any material term of the agreement that has continued uncured for a period of 30 days after receipt of written notice thereof or (3) PCM’s termination of the agreement after the termination by us without cause (excluding a non-renewal) of our MBS agreement, our MSR recapture agreement or our servicing agreement (each as described and/or defined below). The termination fee is equal to three times the sum of (a) the average annual base management fee and (b) the average annual (or, if the period is less than 24 months, annualized) performance incentive fee earned by our Manager during the 24-month period immediately preceding the date of termination.

We may terminate the management agreement without the payment of any termination fee under certain circumstances, including, among other circumstances, uncured material breaches by our Manager of the management agreement, upon a change in control of our Manager (defined to include a 50% change in the shareholding of our Manager in a single transaction or related series of transactions).

Our management agreement also provides that, prior to the undertaking by PCM or its affiliates of any new investment opportunity or any other business opportunity requiring a source of capital with respect to which PCM or its affiliates will earn a management, advisory, consulting or similar fee, PCM shall present to us such new opportunity and the material terms on which PCM proposes to provide services to us before pursuing such opportunity with third parties.

Servicing Agreement. We have entered into a loan servicing agreement with PLS, pursuant to which PLS provides servicing for our portfolio of residential loans and subservicing for our portfolio of MSRs. Such servicing and subservicing provided by PLS include collecting principal, interest and escrow account payments, if any, with respect to loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. PLS also engages in certain loan origination activities that include refinancing loans and financings that facilitate sales of real estate owned properties, or REOs.

The base servicing fee rates for distressed whole loans are charged based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or whether the underlying mortgage property has become REO. The base servicing fee rates for distressed whole loans range from $30 per month for current loans up to $95 per month for loans where the borrower has declared bankruptcy. The base servicing fee rate for REO is $75 per month. To the extent that we rent our REO under our REO rental program, we pay PLS an REO rental fee of $30 per month per REO, an REO property lease renewal fee of $100 per lease renewal, and a property management fee in an amount equal to PLS’ cost if property management services and/or any related software costs are outsourced to a third-party property management firm or 9% of gross rental income if PLS provides property management services directly. PLS is also entitled to retain any tenant paid application fees and late rent fees and seek reimbursement for certain third-party vendor fees.

PLS is also entitled to certain activity-based fees for distressed whole loans that are charged based on the achievement of certain events.  These fees range from $750 for a streamline modification to $1,750 for a full modification or liquidation and $500 for a deed-in-lieu of foreclosure.  PLS is not entitled to earn more than one liquidation fee, re-performance fee or modification fee per loan in any 18-month period.

The base servicing fee rates for non-distressed loans subserviced by PLS on our behalf are also calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the loan is a fixed-rate or adjustable-rate loan.

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The base servicing fee rates for loans subserviced on our behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans. To the extent that these loans become delinquent, PLS is entitled to an additional servicing fee per loan falling within a range of $10 to $55 per month and based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property becomes REO. PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, and assumption, modification and origination fees, as well as certain fees for COVID-19 related forbearance and modification activities provided for under the CARES Act.

In addition, because we have limited employees and infrastructure, PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement. For these services, PLS receives a supplemental servicing fee of $25 per month for each distressed whole loan. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred by PLS in the performance of its servicing obligations.

Except as otherwise provided in our MSR recapture agreement, when PLS effects a refinancing of a loan on our behalf and not through a third-party lender and the resulting loan is readily saleable, or PLS originates a loan to facilitate the disposition of the real estate acquired by us in settlement of a loan, PLS is entitled to receive from us market-based fees and compensation consistent with pricing and terms PLS offers unaffiliated third parties on a retail basis.

We currently participate in HAMP (or other similar loan modification programs). HAMP establishes standard loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants, including loan servicers, for achieving modifications and successfully remaining in the program. The loan servicing agreement entitles PLS to retain any incentive payments made to it and to which it is entitled under HAMP; provided, however, that with respect to any such incentive payments paid to PLS in connection with a loan modification for which we previously paid PLS a modification fee, PLS is required to reimburse us an amount equal to the incentive payments.

PLS continues to be entitled to reimbursement for all customary, bona fide reasonable and necessary out‑of‑pocket expenses incurred by PLS in connection with the performance of its servicing obligations.

Mortgage Banking Services Agreement. Pursuant to a mortgage banking services agreement (the “MBS agreement”), PLS provides us with certain mortgage banking services, including fulfillment and disposition-related services, with respect to loans acquired by us from correspondent sellers.

Pursuant to the MBS agreement, PLS has agreed to provide such services exclusively for our benefit, and PLS and its affiliates are prohibited from providing such services for any other third party. However, such exclusivity and prohibition shall not apply, and certain other duties instead will be imposed upon PLS, if we are unable to purchase or finance loans as contemplated under our MBS agreement for any reason.

In consideration for the mortgage banking services provided by PLS with respect to our acquisition of loans, through June 30, 2020, PLS was entitled to a monthly fulfillment fee that shall equal (a) no greater than the product of (i) 0.35% and (ii) the aggregate initial unpaid principal balance (the “Initial UPB”) of all loans purchased in such month, plus (b) in the case of all loans other than loans sold to or securitized through Fannie Mae or Freddie Mac, no greater than the product of (i) 0.50% and (ii) the aggregate Initial UPB of all such loans sold and securitized in such month; provided however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae loans. We do not hold the Ginnie Mae approval required to issue Ginnie Mae MBS and act as a servicer. Accordingly, under the MBS agreement, PLS currently purchases loans underwritten in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from us at our cost less an administrative fee plus accrued interest and a sourcing fee ranging from two to three and one-half basis points, generally based on the average number of calendar days that loans are held by us prior to purchase by PLS.

Effective July 1, 2020, the fulfillment fees and sourcing fees were revised as follows:

Column 1Column 2Column 3
Fulfillment fees shall not exceed the following:
Column 1Column 2Column 3
(i)the number of loan commitments multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments are subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, plus
Column 1Column 2Column 3
(ii)$315 multiplied by the number of purchased loans up to and including 16,500 per quarter and $195 multiplied by the number of purchased loans in excess of 16,500 per quarter, plus
Column 1Column 2Column 3
(iii)$750 multiplied by the number of all purchased loans that are sold or securitized to parties other than Fannie Mae and Freddie Mac; provided, however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae loans.
Column 1Column 2Column 3
Sourcing fees charged to PLS range from one to two basis points, generally based on the average number of calendar days the loans are held by us before purchase by PLS.

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Notwithstanding any provision of the MBS agreement to the contrary, if it becomes reasonably necessary or advisable for PLS to engage in additional services in connection with post-breach or post-default resolution activities for the purposes of a correspondent agreement, then we have generally agreed with PLS to negotiate in good faith for additional compensation and reimbursement of expenses to be paid to PLS for the performance of such additional services.

MSR Recapture Agreement. Through June 30, 2020, pursuant to the terms of the MSR recapture agreement entered into by PMC with PLS, if PLS refinanced through its consumer direct lending business loans for which we previously held the MSRs, PLS was generally required to transfer and convey to PMC, cash in an amount equal to 30% of the fair market value of the MSRs related to all such loans so originated.

Effective July 1, 2020, the 2020 MSR recapture agreement changes the recapture fee payable by PLS to a tiered amount equal to:

Column 1Column 2Column 3
40% of the fair market value of the MSRs relating to the recaptured loans subject to the first 15% of the “recapture rate”;
Column 1Column 2Column 3
35% of the fair market value of the MSRs relating to the recaptured loans subject to the recapture rate in excess of 15% and up to 30%; and
Column 1Column 2Column 3
30% of the fair market value of the MSRs relating to the recaptured loans subject to the recapture rate in excess of 30%.

The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance of all recaptured loans, to (ii) the aggregate unpaid principal balance of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month. The Company has further agreed to allocate sufficient resources to target a recapture rate of 15%.

The MSR recapture agreement expires, unless terminated earlier in accordance with its terms, on June 30, 2025, subject to automatic renewal for additional 18-month periods, unless terminated in accordance with its terms.

Spread Acquisition and MSR Servicing Agreement. On December 19, 2016, we amended and restated a master spread acquisition and MSR servicing agreement with PLS (the “12/19/16 Spread Acquisition Agreement”). Pursuant to the 12/19/16 Spread Acquisition Agreement, we may acquire from PLS, from time to time, the right to receive participation certificates representing beneficial ownership in ESS arising from Ginnie Mae MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related loans for Ginnie Mae. The primary purpose of the amendment and restatement was to facilitate the continued financing of the ESS owned by us in connection with the parties’ participation in the GNMA MSR Facility (as defined below).

To the extent PLS refinances any of the loans relating to the ESS we have acquired, the 12/19/16 Spread Acquisition Agreement also contains recapture provisions requiring that PLS transfer to us, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated loans. However, under the 12/19/16 Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the refinanced loans, PLS is also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the modified loans, the 12/19/16 Spread Acquisition Agreement contains provisions that require PLS to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, PLS may, at its option, wire cash to us in an amount equal to such fair market value in lieu of transferring such ESS. The remaining balance of the ESS was repaid during the quarter ended March 31, 2021.

Master Repurchase Agreement with PLS. On December 19, 2016, we, through PMH, entered into a master repurchase agreement with PLS (the “PMH Repurchase Agreement”), pursuant to which PMH may borrow from PLS for the purpose of financing PMH’s participation certificates representing beneficial ownership in ESS acquired from PLS under the 12/19/16 Spread Acquisition Agreement. PLS then re-pledges such participation certificates to PNMAC GMSR ISSUER TRUST (the “Issuer Trust”) under a master repurchase agreement by and among PLS, the Issuer Trust and Private National Mortgage Acceptance Company, LLC, as guarantor (the “PC Repurchase Agreement”). The Issuer Trust was formed for the purpose of allowing PLS to finance MSRs and ESS relating to such MSRs (the “GNMA MSR Facility”).

In connection with the GNMA MSR Facility, PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in MSRs and ESS pursuant to the terms of the PC Repurchase Agreement. In return, the Issuer Trust (a) has issued to PLS, pursuant to the terms of an indenture, the Series 2016-MSRVF1 Variable Funding Note, dated December 19, 2016, known as the “PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, Series 2016-MSRVF1” (the “VFN”), and (b) has issued and may, from time to time pursuant to the terms of any supplemental indenture, issue to institutional investors additional term notes (“Term Notes”), in each case secured on a pari passu basis by the participation certificates relating to the MSRs and ESS. The maximum principal balance of the VFN is $1,000,000,000.

The principal amount paid by PLS for the participation certificates under the PMH Repurchase Agreement is based upon a percentage of the market value of the underlying ESS. Upon PMH’s repurchase of the participation certificates, PMH is required to repay PLS the principal amount relating thereto plus accrued interest (at a rate reflective of the current market and consistent with the

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weighted average note rate of the VFN and any outstanding Term Notes) to the date of such repurchase. PLS is then required to repay the Issuer Trust the corresponding amount under the PC Repurchase Agreement.

As a condition to our entry into the 12/19/16 Spread Acquisition Agreement and our participation in the GNMA MSR Facility, we were also required to enter into a subordination, acknowledgement and pledge agreement (the “Subordination Agreement”). Under the terms of the Subordination Agreement, we pledged to the Issuer Trust our rights under the 12/19/16 Spread Acquisition Agreement and our interest in any ESS purchased thereunder.

The Subordination Agreement contains representations, warranties and covenants by us that are substantially similar to those contained in our other financing arrangements. To the extent there exists an event of default under the PC Repurchase Agreement or a “trigger event” (as defined in the Subordination Agreement), the Issuer Trust would be entitled to liquidate any and all of the collateral securing the PC Repurchase Agreement, including the ESS subject to the PMH Repurchase Agreement.

Loan Purchase Agreement. We have entered into a loan purchase agreement with our Servicer. Currently, we use the loan purchase agreement for the purpose of acquiring prime jumbo and Agency-eligible residential loans originated by our Servicer. The loan purchase agreement contains customary terms and provisions, including representations and warranties, covenants, repurchase remedies and indemnities. The purchase prices we pay our Servicer for such loans are market-based.

Reimbursement Agreement. In connection with the initial public offering of our common shares on August 4, 2009 (the “IPO”), we entered into an agreement with PCM pursuant to which we agreed to reimburse PCM for the $2.9 million payment that it made to the underwriters for the IPO (the “Conditional Reimbursement”) if we satisfied certain performance measures over a specified period of time. Effective February 1, 2013, we amended the terms of the reimbursement agreement to provide for the reimbursement of PCM of the Conditional Reimbursement if we are required to pay PCM performance incentive fees under our management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12-month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million. The reimbursement agreement also provides for the payment to the IPO underwriters of the payment that we agreed to make to them at the time of the IPO if we satisfied certain performance measures over a specified period of time. As PCM earns performance incentive fees under our management agreement, the IPO underwriters will be paid at a rate of $20 of payments for every $100 of performance incentive fees earned by PCM. The payment to the underwriters is subject to a maximum reimbursement in any particular 12-month period of $2.0 million and the maximum amount that may be paid under the agreement is $5.9 million.

In the event the termination fee is payable to our Manager under our management agreement and our Manager and the underwriters have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. On February 1, 2019, the term of the reimbursement agreement was extended, and it now expires on February 1, 2023.