OCWEN FINANCIAL CORP - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated) - Insurance News | InsuranceNewsNet

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February 25, 2022 Newswires
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OCWEN FINANCIAL CORP – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions, except per share amounts and unless otherwise indicated)

Edgar Glimpses
The Management's Discussion and Analysis of Financial Condition and Results of
Operations section of this Form 10-K generally discusses 2021 and 2020 items and
provides year-to-year comparisons between 2021 and 2020. Discussions of
year-to-year comparisons between 2020 and 2019 are not included in this Form
10-K and can be found in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Part II, Item 7 of our Annual Report on
Form 10-K for the year ended December 31, 2020 filed with the SEC on February
19, 2021.

OVERVIEW

We are a financial services company that services and originates mortgage loans.
We are a leading mortgage special servicer, servicing 1.4 million loans with a
total UPB of $268.0 billion on behalf of more than 3,900 investors and 125
subservicing clients as of December 31, 2021. We service all mortgage loan
classes, including conventional, government-insured and non-Agency loans. Our
Originations business is part of our balanced business model to generate gains
on loan sales and profitable returns, and to support the replenishment and the
growth of our servicing portfolio. Through our retail, correspondent and
wholesale channels, we originate and purchase conventional and
government-insured forward and reverse mortgage loans that we sell or securitize
on a servicing retained basis. In addition, we grow our mortgage servicing
volume through MSR flow purchase agreements, Agency Cash Window programs, bulk
MSR purchase transactions, and subservicing agreements.

The table below summarizes the volume of Originations by channel during 2021,
compared with the volume of the prior years. The volume of Originations is a key
driver of the profitability of our Originations segment, together with margins,
and a key driver of the replenishment and growth of our Servicing segment. In
2021, we added $152.0 billion of new volume, with $55.1 billion MSR bulk
acquisitions, $55.9 billion of new subservicing and $41.0 billion of non-bulk
Originations volume, as further detailed in the below table.
$ In billions                                                       UPB                                                    $ Change
                                                         Year Ended December 31st
                                            2021                     2020                   2019               2021 vs 2020          2020 vs 2019
Mortgage servicing originations
Retail - Consumer Direct MSR (1)     $               2.4       $            1.3       $            0.7       $            1.1       $          0.7
Correspondent MSR (1)                               16.6                    5.7                    0.5                   10.9                  5.2
Flow and Agency Cash Window MSR
purchases (2)                                       20.4                   15.1                    0.9                    5.3                 14.2
Reverse mortgage servicing (3)                       1.5                    0.9                    0.7                    0.6                  0.2
Total servicing                                     41.0                   23.0                    2.8                   17.9                 20.3
Bulk MSR purchases (2)                              55.1                   16.6                   14.6                   38.6                  1.9
Total servicing additions                           96.1                   39.6                   17.4                   56.5                 22.2
Subservicing additions (4)                          55.9                   17.8                   12.7                   38.2                  5.1
Total servicing and subservicing UPB
additions                            $             152.0       $           57.4       $           30.1       $           94.7       $         27.3


(1)Represents the UPB of loans that have been originated or purchased during the
respective periods and for which we recognize a new MSR on our consolidated
balance sheets upon sale or securitization.
(2)Represents the UPB of loans for which the MSR is purchased.
(3)Represents the UPB of reverse mortgage loans that have been securitized on a
servicing retained basis. The loans are recognized on our consolidated balance
sheets under GAAP without separate recognition of MSRs.
(4)Includes interim subservicing, including the volume of UPB associated with
short-term interim subservicing for certain clients as a support to their
originate-to-sell business, with $14.7 billion, $17.8 billion and $12.2 billion
in the years 2021, 2020 and 2019, respectively.

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In addition to interim subservicing, subservicing additions for 2021 in the
table above include $14.3 billion in UPB of reverse mortgage loan subservicing
and $9.4 billion of new subservicing on behalf of MAV. On October 1, 2021, in
connection with the transaction with MAM (RMS) and its then parent, PMC became
the subservicer for approximately 57,000 reverse mortgages, or approximately
$14.3 billion in UPB pursuant to subservicing agreements with various clients,
including MAM (RMS). Under the five-year subservicing agreement with MAM (RMS),
we expect to add subservicing of approximately 60,000 reverse mortgage loans or
approximately $13.1 billion in UPB upon boarding to our servicing platform in
the first half of 2022, subject to investor approval. Furthermore, in the second
quarter 2021, we launched our joint venture MSR investment with Oaktree with MAV
purchasing approximately $9.4 billion GSE MSRs from unrelated third parties that
PMC began subservicing in the third quarter of 2021.

The following table summarizes the average volume of our Servicing segment in
2021, compared with prior years. The average volume of Servicing is a key driver
of the profitability of our Servicing segment. The relative weight of performing
and delinquent loans drives the gross revenue and expenses, and their timing. In
2021, we have increased our total average servicing portfolio by $47.2 billion,
net of runoff, with large GSE MSR bulk acquisitions driving the growth of our
owned MSR portfolio, and the new subservicing volume generated from our MSR
investment joint venture with Oaktree through MAV and our reverse subservicing
acquisition from MAM (RMS). In addition to runoff, the NRZ portfolio declined as
a result of the termination by NRZ of the PMC servicing agreement resulting in
the deboarding of loans with $34.2 billion of UPB in September and October 2020.
The year 2021 established the foundation of a transformed servicing portfolio,
with the significant addition of a high credit quality GSE MSR portfolio and the
continued reduction of our non-Agency servicing through runoff, also reducing
our concentration with NRZ servicing agreements.

$ in billions                                           Average UPB                                          $ Change
                                                  Year ended December 31,
                                        2021                2020               2019            2021 vs 2020           2020 vs 2019
Owned MSR                           $    117.5          $    71.3          $    70.0          $          46.3       $            1.3
NRZ                                       61.4               74.8              125.1                   (13.4)                 (50.2)
MAV                                        9.1                  -                  -                      9.1                      -
Subservicing                              24.7               45.5               31.2                   (20.7)                   14.2
Reverse mortgage loans (owned)             6.8                6.5                5.8                      0.3                    0.7
Commercial and other servicing             1.2                0.5                0.3                      0.6                    0.2
Total serviced and subserviced UPB
(average)                           $    220.7          $   198.6          

$ 232.4 $ 22.1 $ (33.8)

As of December 31, 2021 and 2020, the total serviced and subserviced UPB
amounted to $268.0 billion and $188.8 billion, respectively, a net increase of
$79.2 billion or 42%.


Business Initiatives

We had established five key operating objectives to drive improved value for
shareholders in 2021. As our near-term priority remains to return to sustainable
profitability, we continue to execute our strategy around these objectives:
•Accelerating growth, by expanding our client base and our product offerings,
and by leveraging our MSR asset vehicle with Oaktree;
•Strengthening recapture performance, by expanding our operating capacity;
•Improving our cost leadership position, by driving productivity and
efficiencies, with our technology and continuous improvement initiatives;
•Maintaining high quality operational execution, through our technology and
continuous improvement initiatives, and our commitment to employee engagement
and customer satisfaction; and
•Expanding servicing and other revenue opportunities.

MAV and Oaktree Relationship


On May 3, 2021, we formally launched MAV, our MSR asset vehicle and entered into
a number of definitive agreements with Oaktree. Oaktree and Ocwen committed 85%
and 15%, respectively, to fund GSE MSR investments on a pro rata basis up to a
total aggregate commitment of $250.0 million over a term of three years
following closing (subject to extension). This joint venture is structured to
provide Oaktree with MSR investment opportunities and returns, while providing
PMC scale and incremental income through subservicing and recapture services.
Additionally, PMC earns direct MSR investment income through its 15% ownership
stake and carry interest on investment returns exceeding certain thresholds.
Under the arrangement, MAV has a non-compete to purchase certain GSE MSRs
through specific channels in cooperation with PMC. In addition, PMC must offer
MAV the first opportunity to purchase GSE MSRs sold by PMC or its affiliates
that meet certain criteria, which we refer to as the right of first offer. Both
the non-compete and the right of first offer are subject to various restrictions
and in effect

                                       45
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until MAV has been fully funded, or, if earlier, in the case of the right of
first offer, until May 3, 2024 (subject to extension by mutual consent). In
exchange, PMC receives exclusive subservicing and recapture rights, subject
generally to ongoing performance and financial standards.


During 2021, PMC recognized $17.1 million of total servicing and subservicing
fees, including ancillary income, and remitted $12.2 million servicing fees (as
Pledged MSR liability expense) under its agreements with MAV (refer to Note 8 -
MSR Transfers Not Qualifying for Sale Accounting to the Consolidated Financial
Statements for further description of the accounting for the MAV agreements). In
addition, PMC recognized $3.6 million earnings in 2021 from its equity method
investment in MAV Canopy.

COVID-19 Pandemic Update

Our financial performance in 2020 was affected by the Coronavirus Disease 2019
(COVID-19) pandemic and the associated historical decline in interest rates,
mostly due to large losses on MSRs and lower revenue in our Servicing business,
partially offset by the growth and profitability of our Originations business.
Furthermore, the CARES Act allowed us to recognize income tax benefits in 2020
mostly due to the carryback of a portion of our prior net operating losses.

In 2021, our Servicing business continued to be impacted by the COVID-19
pandemic, with a large number of loans placed under forbearance and the
moratorium on foreclosures and evictions. The collection and recognition of
servicing fees and ancillary income related to forbearance loans continued to be
delayed or reduced. In addition, our outreach activities with impacted borrowers
have intensified to address extensions and exits of plans or to offer loan
modifications. The foreclosure moratorium ended on July 31, 2021, and the
eviction moratorium was extended through January 1, 2022 for foreclosed
borrowers.

As of December 31, 2021, we managed 28,500 loans under forbearance (or 2.1% of
our total portfolio), 6,800 of which related to our owned MSRs, or 1.1% of our
owned MSR servicing portfolio (excluding NRZ and MAV), a reduction of 65% and
71%, respectively, compared to the prior year end. As of December 31, 2020, we
managed 81,900 loans under forbearance, 23,100 of which related to our owned
MSRs (excluding NRZ). During 2021, the number of loans under forbearance
continued to trend down, as illustrated by the below chart of forbearance plans
by investor for our owned MSR portfolio (excluding NRZ).

                   [[Image Removed: ocn-20211231_g3.jpg]]

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The decline in open plans of our owned MSR portfolio during 2021 is mostly
driven by performing loans and pay-offs (excluding servicing transfers), as
further illustrated below:

[[Image Removed: ocn-20211231_g4.jpg]]



We outperformed the industry average as reported by the MBA relating to the
percentage of borrowers with an Agency loan who exited forbearance with a
reinstatement or loss mitigation solution in place. In addition, we consistently
exceeded the industry benchmark for borrowers with a GSE loan who remained
current while on forbearance. We undertook significant efforts to contact and
educate borrowers in understanding their forbearance plans and resolution
options, and believe our high-touch communication strategy resulted in these
favorable outcomes. We continue to reach out to all borrowers who have not
resumed making payments after exiting their plans with the goal of coming to an
appropriate resolution.

We continue to operate through a secure remote workforce model for approximately
95% of our global workforce and continue to adhere to COVID-19 health and
safety-related requirements and best practices across all of our locations. We
monitor the impact of the pandemic on our workforce and have established
business resiliency plans for all our locations. At December 31, 2021, we had
approximately 5,700 employees, of which approximately 3,200 were located in
India and approximately 500 were based in the Philippines. While we have
contingency and continuity plans in place, we cannot guarantee that our
operations will not be negatively impacted. To date, our operations have not
been significantly affected.

Uncertainties related to the duration and severity of the pandemic and related
economic impact remain and make it difficult for us to determine the continued
ongoing effect the pandemic may have on us and our business, financial
condition, liquidity or results of operations.

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Operations Summary

                                                  Years Ended December 31,                                  % Change
                                          2021              2020              2019                              2021 vs 2020        2020 vs 2019
Revenue

Servicing and subservicing fees $ 781.9 $ 737.3 $ 975.5

                                      6  %              (24) %
Reverse mortgage revenue, net              79.7              60.7              86.3                                     31                 (30)
Gain on loans held for sale, net          145.8             137.2              38.3                                      6                 258
Other revenue, net                         42.7              25.6              23.3                                     67                  10
Total revenue                           1,050.1             960.9           1,123.4                                      9                 (14)

MSR valuation adjustments, net           (109.9)           (251.9)           (120.9)                                   (56)                108

Operating expenses
Compensation and benefits                 297.9             265.3             313.5                                     12                 (15)
Professional services                      81.9             106.9             102.6                                    (23)                  4
Servicing and origination                 113.6              77.3             109.0                                     47                 (29)
Technology and communications              56.0              59.6              79.2                                     (6)                (25)
Occupancy and equipment                    36.5              47.5              68.1                                    (23)                (30)
Other expenses                             23.3              19.2               1.5                                     22                    n/m
Total operating expenses                  609.3             575.7             673.9                                      6                 (15)

Other income (expense)
Interest income                            26.4              16.0              17.1                                     65                  (6)
Interest expense                         (144.0)           (109.4)           (114.1)                                    32                  (4)
Pledged MSR liability expense            (209.9)           (152.3)           (372.1)                                    38                 (59)

Gain (loss) on extinguishment of debt     (15.5)                -               5.1                                       n/m             (100)
Earnings of equity method investee          3.6                 -                 -                                       n/m                 n/m

Other, net                                  4.1               6.7               9.0                                    (39)                (25)
Total other income (expense), net        (335.2)           (239.0)           (455.1)                                    40                 (47)

Income (loss) before income taxes          (4.4)           (105.7)           (126.5)                                   (96)                (16)
Income tax expense (benefit)              (22.4)            (65.5)             15.6                                    (66)               (519)
Net income (loss)                          18.1             (40.2)           (142.1)                                  (145)                (72)

Segment income (loss) before taxes:
Servicing                             $    19.9          $  (75.8)         $  (72.7)                                  (126) %                4  %
Originations                               93.9             104.2             (12.2)                                   (10)               (952)
Corporate Items and Other                (118.1)           (134.1)            (41.6)                                   (12)                222
                                      $    (4.4)         $ (105.7)         $ (126.5)                                   (96) %              (16) %
n/m: not meaningful



                                       48
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Total Revenue


The below table presents total revenue by segment and at the consolidated level:

                                                                 Years Ended December 31,                                           % Change
Revenue                                           2021                     2020                     2019               2021 vs 2020          2020 vs 2019
Servicing                                  $             819.4       $           757.7       $          1,048.5             8%                   (28)%
Originations                                             249.9                   179.3                     61.7             39                    191
Corporate                                                  6.2                     6.6                     13.2             (6)                  (50)
Total segment revenue                                  1,075.4                   943.5                  1,123.4             14                   (16)
Inter-segment elimination (1)                           (25.3)                    17.4                        -            (245)                  n/m
Total revenue                              $           1,050.1       $           960.9       $          1,123.4             9%                   (14)%


(1)The fair value change of inter-segment economic hedge derivatives reported
within Total revenue (Gain on loans held for sale, net) is eliminated at the
consolidated level with an offset in MSR valuation adjustments, net.

As compared to 2020, total segment revenue for 2021 was $131.9 million or 14%
higher, due to a $70.6 million increase in Originations revenue and a $61.7
million increase in Servicing revenue. The 39% increase in Originations revenue
is primarily due to a 159% increase in total forward and reverse production
volume combined, partially offset by lower margins. The increase in Servicing
revenue is primarily due to a $42.2 million increase in servicing fees and $27.1
million gain on sale of loans acquired through the exercise of call rights in
2021. The $42.2 million increase in servicing fees is mostly driven by a $123.1
million or 57% increase in servicing fee income on our owned MSRs and $15.7
million new servicing fees collected on behalf of MAV in 2021, partially offset
by $79.4 million reduction in fees collected on behalf of NRZ and a $9.3 million
reduction in ancillary income. The growth in our owned MSR portfolio is mostly
due to bulk MSR acquisitions, MSR acquisitions through the Agency Cash Window
programs and the growth in our correspondent lending volumes. The decline in the
collection of NRZ servicing fees is mostly due to portfolio runoff and the
termination of the PMC servicing agreement in February 2020. The decline in
ancillary fees is mostly due to the COVID-19 environment and related decrease in
late fees, collection and convenience fees as well as a decrease in float
earnings due to lower interest rates, partially offset by the growth in our
owned MSR portfolio.

Total revenue (after elimination of inter-segment derivative fair value changes)
was $1.05 billion for 2021, $89.2 million or 9% higher than 2020, driven by the
segment revenue factors described above and the presentation of macro-hedging
derivative gains and losses reported within MSR valuation adjustments, net at
the consolidated level, as disclosed in Note 4 - Loans Held for Sale, Note 17 -
Derivative Financial Instruments and Hedging Activities and Note 23 - Business
Segment Reporting. Effective May 2021, we replaced our macro-hedging strategies
with two distinct strategies to separately hedge the pipeline and our MSR
exposure with third party derivatives. However, we have and may continue to use
inter-segment derivatives between the two strategies. Refer to the MSR Hedging
Strategy section of Item 7A.Quantitative and Qualitative Disclosures About
Market Risk for further detail.

See the respective Segment Results of Operations for additional information.

MSR Valuation Adjustments, Net


The table below presents the key components of MSR valuation adjustments, net:

                                                                             Years Ended December 31,
Segment Results                                               2021                      2020                     2019
MSR realization of expected cash flows (1)             $           (250.2)       $          (171.4)       $          (197.3)
MSR fair value changes due to interest rate and
assumption updates                                                   124.7                  (149.8)                     75.9
Derivative fair value gain (loss)                                   (34.9)                     44.9                      0.5
Total Servicing                                                    (160.4)                  (276.3)                  (120.9)
Originations - MSR fair value changes                                 25.2                     41.7                        -

Inter-segment elimination - derivative fair value gain
(loss) (2)

                                                            25.3                   (17.4)                        -
MSR valuation adjustments, net                         $           (109.9)  

$ (252.0) $ (120.9)



(1)The terms "realization of expected cash flows" and "runoff" may be used
interchangeably within this discussion.
(2)The fair value change of inter-segment economic hedge derivatives reported
within MSR valuation adjustments, net is eliminated at the consolidated level
with an offset in Gain on loans held for sale, net (Total Revenue). Also refer
to the description of the inter-segment derivative elimination in Note 23 -
Business Segment Reporting.

                                       49
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We reported a $109.9 million loss in MSR valuation adjustments, net in 2021. As
detailed in the above table and further discussed below, the loss is due to
$250.2 million portfolio runoff and a $124.7 million fair value gain due to
interest rate and assumption updates, $34.9 million loss on MSR hedging
derivative instruments, $25.2 million revaluation gain on MSR purchases reported
in Originations and a $25.3 million gain on derivatives hedging the pipeline
within the Originations segment.

•MSR portfolio runoff represents the realization of expected cash flows and
yield based on projected borrower behavior, including scheduled and unscheduled
amortization of the loan UPB. MSR portfolio runoff increased by $78.8 million
mostly due to a higher MSR portfolio driven by MSR acquisitions and continued
elevated levels of prepayments in a relatively low interest rate environment.

•The $124.7 million fair value gain due to interest rate and assumption updates
is comprised of a $88.5 million gain on the MSRs transferred to NRZ and MAV
(that did not achieve sale accounting) and a $36.2 million gain on our owned
MSRs. This NRZ and MAV MSR gain is mostly driven by assumption updates
implemented in the third quarter of 2021 relating to a PLS model calibration by
our third-party valuation expert, and is largely offset by a corresponding loss
separately reported with Pledged MSR liability expense.

•Our MSR hedging policy is designed to reduce the volatility of the MSR
portfolio fair value due to market interest rates. In 2021, we reported a $36.2
million fair value gain on our owned MSR portfolio attributable to interest rate
and assumption updates and a $34.9 million hedging derivative loss. The
year-over-year fair value changes are mostly explained by interest rate changes,
with a 66 basis point increase in the 10-year swap rate during 2021. The changes
in fair value of the MSR and economically hedging derivatives were not offset to
the same extent as per their expected hedging sensitivity measures, mainly due
to non-parallel changes in the interest rate curve and the basis risk inherent
in the MSR profile and the available hedging instruments. Refer to the MSR
Hedging Strategy section of Item 7A.Quantitative and Qualitative Disclosures
About Market Risk for additional information regarding our hedging programs.

•The $16.5 million decline in 2021 in MSR fair value changes reported in
Originations, from $41.7 million to $25.2 million, is due to a decrease in our
cash window MSR originations volume and declining margins.


•In connection with our macro-hedge strategy through the second quarter of 2021,
we have used our derivative instruments to economically hedge both the fair
value changes of the MSR and Originations pipeline exposures. While allocated to
the pipeline for risk management purposes and segment reporting, inter-segment
derivatives are eliminated in our consolidated financial statements and we
reported a $25.3 million gain on inter-segment derivatives in 2021 economically
hedging the Originations pipeline. The change from $17.4 million loss in 2020 to
$25.3 million gain on Originations inter-segment derivatives in 2021 is mostly
due to the change in interest rates and related changes in our Originations
pipeline.

Compensation and Benefits


Compensation and benefits expense increased $32.7 million, or 12%, as compared
to 2020. Salaries and benefits, commissions, and incentive compensation
increased $13.6 million, $9.9 million, and $9.7 million, respectively.
Originations segment compensation and benefits increased by $39.4 million,
mostly due to additional commissions and salaries driven by additional headcount
to support higher loan production levels in 2021. Servicing segment compensation
and benefits expense decreased by $5.4 million, mostly driven by a decline in
average headcount that was largely due to the scaling down of our platform to
the number of loans serviced and the efficiencies resulting from our cost
re-engineering initiatives, partially offset by the hiring of employees to
support the acquisition of reverse mortgage subservicing from MAM (RMS) on
October 1, 2021. Corporate segment compensation and benefits expense decreased
$1.3 million primarily as a result of a decrease in average corporate headcount
and a decrease in annual incentive compensation, significantly offset by a $7.9
million increase in share-based compensation. Our total average headcount
declined by 2%, and overall our offshore-to-total average headcount ratio
decreased from 72% to 68%.

Servicing and Origination Expense


Servicing and origination expense increased $36.4 million, or 47%, as compared
to 2020, with $29.8 million from Servicing (see below) and $7.8 million from
Originations, due to the increase in loan production volume. Servicing expenses
increased $29.8 million, or 44%, largely driven by the following:

•$19.0 million provision release recorded in 2020, comprised of $9.9 million
recoveries from a settlement in 2020 with a mortgage insurer, and $9.1 million
improved advance recoveries in 2020, which decreased loss severity rates used in
the computation of advance reserves;

•Additional subservicing expenses primarily due to a $4.5 million increase in
interim subservicing expense on MSR bulk acquisitions and a $5.2 million
increase largely attributable to the termination and deboarding fees associated
with moving our owned reverse portfolio from a subservicer onto our platform;

                                       50
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•$8.4 million additional satisfaction and other loan expenses attributed to a
larger portfolio; and


•$6.6 million reduction in government-insured claim loss provisions in 2021 on
reinstated or modified loans that was primarily due to a decline in the volume
of government-insured claim receivables due to the foreclosure moratorium in
effect for much of 2021.

Other Operating Expenses

Professional services expense decreased $25.0 million, or 23%, as compared to
2020 primarily due to a $17.2 million decline in legal expenses and an $8.5
million decline in other professional services. The decline in legal fees is
primarily due to expenses recorded in 2020 related to the CFPB and Florida
matters. Cost reduction initiatives and higher utilization of professional
services in 2020, including strategic vendor sourcing, cloud migration and
consulting, resulted in lower other professional fees in 2021. In addition,
professional services for 2021 include $3.2 million of advisory fees related to
the launch of our MSR investment joint venture with Oaktree, MAV Canopy. Legal
expenses and professional services for 2020 included an $8.0 million recovery of
prior expenses from a mortgage insurer and $5.1 million of COVID-19 related
expenses, respectively.

Technology and communication expense decreased $3.6 million, or 6%, as compared
to 2020. Telephone and telecommunication expense declined $4.4 million as
compared to 2020, largely driven by facility closures, our transition to a more
cost-effective alternative telephone system, consolidation of telecommunication
vendors and other cost savings initiatives. Depreciation expense decreased $2.6
million as compared to 2020. These decreases were partially offset by a $4.0
million increase in software usage and maintenance expenses, mostly in our
Originations segment to support its growth.

Occupancy and equipment expense decreased $11.0 million, or 23%, as compared to
2020. Depreciation expense, facility maintenance and utility expenses, and
interest on lease liabilities decreased $6.3 million, $2.7 million and $1.6
million
, respectively, compared to 2020 largely due to our cost reduction
efforts in 2020, which included closing and consolidating certain facilities.

Other expenses increased $4.1 million as compared to 2020 primarily due to a
$3.8 million increase in advertising expenses, mostly in our Originations
segment as part of our initiative to expand our origination platform and
increase volumes.


In February 2020, we announced our intention to implement certain cost
re-engineering initiatives in 2020 to generate further cost savings. Our
continuous cost improvement efforts were focused on reducing operating and
overhead costs through facility rationalization, strategic sourcing and actions,
off-shore utilization, lean process design, simplification, automation and other
technology-enabled productivity enhancement. We incurred a total of $27.6
million re-engineering costs in 2020, including $6.2 million facility-related
expenses reported as Occupancy and equipment, $9.7 million Compensation and
benefits costs and $6.7 million Professional services costs.

Other Income (Expense)

The $10.4 million increase in interest income during as compared to 2020 is
primarily attributable to the Originations segment and as a result of the
increase in loan production volumes.


Interest expense increased $34.6 million, or 32%, as compared to 2020, due to an
increased average debt balance to finance our increased loan production volumes
and MSR portfolio, partially offset by a lower cost of funds. The $1.2 billion
or 59% higher debt balance is driven by a higher MSR portfolio - largely due to
bulk acquisitions - and additional warehouse loans, partially offset by lower
advance match funded liabilities. The lower cost of funds on asset backed
financing facilities (102 basis point lower effective interest rate) is
partially offset by the issuance of higher-rate senior secured notes as part of
our corporate debt refinancing on March 4, 2021.

Pledged MSR liability expense increased $57.6 million as compared to 2020,
primarily due to a $71.1 million unfavorable fair value change, mostly driven by
a fair value increase in NRZ PLS MSRs due to model recalibrations performed by
our third-party valuation expert to more accurately reflect the favorable
delinquency and default performance of PLS collateral across its client base.
Fair value adjustments to our NRZ MSR pledged liability are offset by fair value
adjustments to the related MSR asset, which are recorded in MSR valuation
adjustments, net. In addition, the lump-sum cash payments received from NRZ in
2017 and 2018 were fully amortized as of the end of the second quarter of 2020
($34.2 million income in 2020). These increases in expense were partially offset
by a $50.8 million decline in servicing fee remittance driven by lower volume
serviced, with the runoff of the portfolio and the termination of the PMC
agreement by NRZ in February 2020.

Loss on debt extinguishment of $15.5 million for 2021 was recognized in the
first quarter of 2021 and resulted from our early repayment of the Senior
Secured Term Loan (SSTL) due May 2022 and our early redemption of the PHH 6.375%
senior unsecured notes due August 2021 and the PMC 8.375% senior secured notes
due November 2022.

Earnings of equity method investee represent our 15% share of MAV Canopy from
May 3, 2021. See Note 11 - Investment in Equity Method Investee for further
detail.

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Income Tax Benefit (Expense)


For 2021 and 2020, we recognized an income tax benefit of $22.4 million and
$65.5 million on pre-tax losses of $4.4 million and $105.7 million,
respectively. For 2021, the income tax benefit was driven primarily by $12.6
million of additional income tax benefit recognized under the CARES Act and $9.0
million of income tax benefit recognized related to the favorable resolution of
various uncertain tax positions during the year. For 2020, the income tax
benefit was driven by the $79.0 million of estimated income tax benefit
recognized under the CARES Act offset by $15.0 million of income tax expense for
related uncertain tax positions. Income tax benefits recognized during 2021 and
2020 related primarily to resolution of prior period uncertain tax positions and
utilization of prior period losses that bear no relationship to current
operating results. This in turn resulted in the high effective tax rates of
513.6% and 62.0% for 2021 and 2020, respectively.

The $43.1 million reduction in income tax benefit for 2021, compared with 2020,
is primarily due to a $45.0 million reduction in estimated income tax benefit
recognized under the CARES Act, net of related uncertain tax positions, during
2021 versus 2020 based on modification of the tax rules to allow the carryback
of NOLs arising in 2018, 2019 and 2020 tax years to the five prior tax years,
and the increase to the business interest expense limitation under IRC Section
163(j). In 2021 and 2020, we collected $24.6 million and $51.4 million,
respectively, which represents the tax refund associated with the NOLs generated
in 2019 and 2018, respectively, carried back to prior tax years.

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

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Financial Condition Summary

                                                     December 31,
                                                 2021            2020         $ Change       % Change
Cash and cash equivalents                    $    192.8      $    284.8      $   (92.0)         (32) %
Restricted cash                                    70.7            72.5           (1.8)          (2)
MSRs, at fair value                             2,250.1         1,294.8          955.3           74
Advances, net                                     772.4           828.2          (55.8)          (7)
Loans held for sale                               928.5           387.8          540.7          139
Loans held for investment, at fair value        7,207.6         7,006.9          200.7            3
Receivables                                       180.7           187.7           (7.0)          (4)
Investment in equity method investee               23.3               -           23.3             n/m
Other assets                                      520.9           588.4          (67.5)         (11)
Total assets                                 $ 12,147.1      $ 10,651.1      $ 1,496.0           14  %

Total Assets by Segment
Servicing                                    $ 10,999.2      $  9,847.6      $ 1,151.6           12  %
Originations                                      823.5           379.2          444.3          117
Corporate Items and Other                         324.4           424.3          (99.9)         (24)
                                             $ 12,147.1      $ 10,651.1      $ 1,496.0           14  %

HMBS-related borrowings, at fair value $ 6,885.0 $ 6,772.7

  $   112.3            2
Other financing liabilities, at fair value        805.0           576.7          228.2           40
Advance match funded liabilities                  512.3           581.3          (69.0)         (12)
Mortgage loan warehouse facilities              1,085.1           451.7          633.4          140
MSR financing facilities, net                     900.8           437.7          463.1          106
Senior secured term loan                              -           179.8         (179.8)        (100)
Senior notes, net                                 614.8           311.9          302.9           97
Other liabilities                                 867.5           924.0          (56.5)          (6)
Total liabilities                              11,670.4        10,235.8        1,434.7           14

Total stockholders' equity                        476.7           415.4           61.3           15

Total liabilities and equity                 $ 12,147.1      $ 10,651.1      $ 1,496.0           14  %

Total Liabilities by Segment
Servicing                                    $ 10,101.5      $  9,163.5      $   937.9           10  %
Originations                                      813.3           428.5          384.8           90
Corporate Items and Other                         755.7           643.7          112.0           17
                                             $ 11,670.4      $ 10,235.8      $ 1,434.7           14  %

Book value per share                         $    51.77      $    47.81      $    3.96            8  %


Total assets increased by $1.5 billion, or 14%, between December 31, 2020 and
December 31, 2021 mostly due to a $955.3 million, or 74%, increase in our MSR
portfolio - mostly driven by MSR bulk acquisitions and new capitalized MSRs -
and a $540.7 million, or 139%, increase in our loans held for sale portfolio -
driven by higher production volumes. In addition, loans held for investment
increased $200.7 million mostly due to the continued growth of our reverse
mortgage business. Servicing advances declined $55.8 million mostly due to
heightened payoff activity and lower delinquencies, partially offset by
increased escrow advances on acquired MSRs. The $67.5 million decrease in other
assets is mostly attributable to the decrease in contingent repurchase rights
related to loans that have been repurchased from Ginnie Mae.

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Total liabilities increased $1.4 billion, or 14%, as compared to December 31,
2020 with similar effects as described above. Borrowings under our mortgage
warehouse lines and MSR financing facilities increased $633.4 million and $463.1
million, respectively, due to higher loan production volumes and MSR bulk
acquisitions, respectively. Our HMBS-related borrowings increased by $112.3
million due to the continued growth of our reverse mortgage business and its
securitization. Our senior notes increased $302.9 million due to the refinancing
transactions completed on March 4, 2021 and May 3, 2021. We issued $627.1
million of new senior notes, net of discount, redeemed in full $313.1 million of
existing senior notes and repaid the $185.0 million SSTL. The $228.2 million
increase in Other financing liabilities is due to the transfers of MSRs to MAV
in 2021 which did not qualify for sale accounting. Advance match funded
liabilities decreased $69.0 million consistent with the decline in servicing
advances. Other liabilities declined $56.5 million mostly due to a decrease in
the Ginnie Mae contingent repurchase rights of loans under forbearance.

Total equity increased $61.3 million during 2021 mostly due to $32.1 million
issuance of common stock and warrants to Oaktree in March and May 2021, $18.1
million net income, a $6.5 million reduction in the unfunded pension plan
obligation recognized in accumulated other comprehensive income and $4.4 million
of equity-classified awards.

Key Trends

The following discussion provides information regarding certain key drivers of
our financial performance. Also refer to the Segment results of operations
section for further detail, the description of our business environment,
initiatives and risks.


Servicing fee revenue - Our servicing fee revenue is a function of the volume
being serviced - UPB for servicing fees and loan count for subservicing fees. We
expect we will continue to replenish and grow our servicing portfolio through
our multi-channel Originations platform in 2022. In addition, we continuously
evaluate the relative mix between servicing and subservicing volume. The
expected volume increase is also intended to exceed the portfolio serviced on
behalf of NRZ that may end in July 2022. Servicing revenue and ancillary income
have been adversely impacted by COVID-19, which may persist throughout 2022,
until forbearance plan exits and the end of foreclosure and eviction moratoria
or related restrictions.

Gain on sale of loans held for sale - Our gain on sale is driven by both volume
and margin and is channel-sensitive, with consumer direct generating relatively
higher margins than correspondent. The volume mix is expected to shift to
purchase as the volume of refinance activity by borrowers is expected to
continue to decline, consistent with expected industry trends. While we continue
to increase our recapture rate by expanding our channel operating capacity, we
focus on cash-out, debt consolidation and other borrower solutions, in addition
to new customer acquisitions. Based on industry origination volume projections
for 2022, we expect competition to intensify and origination margins will be
under pressure until industry excess capacity can be eliminated. This will
impose trade-offs between volumes and margins, and potential shifts among
channels.

Reverse mortgage revenue, net - The reverse mortgage origination gain is driven
by the same factors as gain on sale of loans held for sale, with smaller volumes
in the reverse mortgage market and generally larger margins. With our experience
and brand in the marketplace, we expect to continue to grow our volumes and
maintain similar margins in each channel, however the channel mix may vary. With
the assignment of MAM (RMS) subservicing agreements to PMC on October 1, 2021
and the expected additional loans to transfer on our subservicing platform in
the first half of 2022, reverse mortgage servicing revenue is expected to grow.

MSR valuation adjustments, net - Our net MSR fair value changes include multiple
components. First, amortization of our investment is function of both UPB,
capitalized value of the MSR relative to the UPB, and the level of scheduled
payments and prepayments. We expect the MSR realization of cash flows to
increase in 2022 as we have recently grown our MSR portfolio. Second, MSR fair
value changes are driven by changes in interest rates and assumptions, such as
forecasted prepayments, Third, the MSR fair value changes are partially offset
by derivative fair value changes that economically hedge the MSR portfolio. We
are exposed to increased interest rate volatility due to our now larger MSR
portfolio. Refer to the sensitivity analysis in the Market Risk sections of Item
7A.Quantitative and Qualitative Disclosures About Market Risk for further
detail.

Operating expenses - Compensation and benefits is a significant component of our
cost-to-service and cost-per-loan and is directly correlated to headcount
levels. Headcount in Servicing is primarily driven by the number of loans or UPB
being serviced and subserviced, and by the relative mix of performing,
delinquent and defaulted loans. As servicing volume is expected to increase (see
above), we expect an increase in our workforce with partial offset from an
increased relative share of performing loans through our MSR acquisitions. We
expect to swiftly scale our headcount and operating expenses to servicing volume
in 2022, including due to the potential non-renewal or termination of the NRZ
agreement. We expect our Originations workforce to remain largely stable or
moderately increase in the near term to accompany the growth of the channels.
Other operating expenses are expected to favorably correlate with volumes, as
productivity and efficiencies are expected with our technology and continuous
improvement initiatives.

Stockholders' equity - With the above considerations, we expect our businesses
to generate net income and increase our equity in 2022, absent any significant
adverse change in interest rates.

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SEGMENT RESULTS OF OPERATIONS


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

Servicing


We earn contractual monthly servicing fees pursuant to servicing agreements,
which are typically payable as a percentage of UPB, as well as ancillary fees,
including late fees, modification incentive fees, REO referral commissions,
float earnings and Speedpay/collection fees. We also earn fees under both
subservicing and special servicing arrangements with banks and other
institutions that own the MSRs. Subservicing and special servicing fees are
earned either as a percentage of UPB or on a per-loan basis. Per-loan fees
typically vary based on type of investor and on loan delinquency status.

As of December 31, 2021, we serviced 1.4 million mortgage loans with an
aggregate UPB of $268.0 billion, an increase of 22% and 42%, respectively, from
December 31, 2020. The average UPB of loans serviced during 2021 increased by
11% or $22.1 billion compared to 2020. The increase in our servicing volume is
mostly due to MSR acquisitions, subservicing additions and increased MSR
originations. We manage the size of our servicing portfolio with our
Originations business and by selectively purchasing MSRs based on our capital
availability and financial return targets.

In May 2021, PMC entered into a subservicing agreement with MAV for exclusive
rights to service the mortgage loans underlying MSRs owned by MAV. In addition,
in October 2021, PMC acquired reverse mortgage subservicing contracts from MAM
(RMS) and became its exclusive subservicer under a five-year subservicing
agreement.

NRZ remains our largest subservicing client, accounting for 21% and 31% of the
UPB and loan count, respectively, in our servicing portfolio as of December 31,
2021. NRZ servicing fees retained by Ocwen represented approximately 19% and 30%
of the total servicing and subservicing fees earned by Ocwen, net of servicing
fees remitted to NRZ and excluding ancillary income, for 2021 and 2020,
respectively. NRZ's portfolio represents approximately 66% of all delinquent
loans that Ocwen serviced, for which the cost to service and the associated
risks are higher. Consistent with a subservicing relationship, NRZ is
responsible for funding the advances we service for NRZ.

In 2017 and early 2018, we renegotiated the Ocwen agreements with NRZ to more
closely align with a typical subservicing arrangement whereby we receive a base
servicing fee and certain ancillary fees, primarily late fees, loan modification
fees and Speedpay fees. We may also receive certain incentive fees or pay
penalties tied to various contractual performance metrics. We received upfront
cash payments in 2018 and 2017 of $279.6 million and $54.6 million,
respectively, from NRZ in connection with the resulting 2017 and New RMSR
Agreements. These upfront payments generally represented the net present value
of the difference between the future revenue stream Ocwen would have received
under the original agreements and the future revenue Ocwen would receive under
the renegotiated agreements. These upfront payments received from NRZ were
deferred and recorded within Other income (expense) as they amortized through
the remaining term of the original agreements (April 30, 2020).

The financial performance of our servicing segment is impacted by the changes in
fair value of the MSR portfolio due to changes in market interest rates. Our MSR
portfolio is carried at fair value, with changes in fair value recorded in
earnings, within MSR valuation adjustments, net. The value of our MSRs is
typically correlated to changes in market interest rates; as interest rates
decrease, the value of the servicing portfolio typically decreases as a result
of higher anticipated prepayment speeds, and the reverse is true. The
sensitivity of MSR fair value to interest rates is typically higher for higher
credit quality loans, such as our Agency loans. Our Non-Agency portfolio is
significantly seasoned, with an average loan age of approximately 16 years,
exhibiting little response to movements in market interest rates. Our hedging
strategy is designed to reduce the volatility of the MSR portfolio.

For those MSR sale transactions with NRZ and MAV that do not achieve sale
accounting treatment, we present on a gross basis the transferred MSR as an
asset at fair value and the corresponding liability amount as a pledged MSR
liability at fair value on our balance sheet. The changes in fair value of the
MSR are reflected as MSR valuation adjustments, net and the corresponding
changes in fair value of the pledged MSR liability are reported within Pledged
MSR liability expense. Similarly, we present on a gross basis the total
servicing fees collected on behalf of NRZ within Servicing and subservicing
fees, net and the total servicing fee remittance to NRZ within Pledged MSR
liability expense.

Our Servicing business continues to be adversely affected by the COVID-19
pandemic, with the loans placed under forbearance, the moratorium on
foreclosures and elevated prepayments of our MSR portfolio due to interest
rates. See further discussion within Overview, COVID-19 Pandemic Update.

Loan Resolutions

We have a strong track record of success as a leader in the servicing industry
in foreclosure prevention and loss mitigation that helps homeowners stay in
their homes and improves financial outcomes for mortgage loan investors.
Reducing

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delinquencies also enables us to recover advances and recognize additional
ancillary income, such as late fees, which we do not recognize on delinquent
loans until they are brought current. Loan resolution activities address the
pipeline of delinquent loans and generally lead to (i) modification of the loan
terms, (ii) repayment plan alternatives, (iii) a discounted payoff of the loan
(e.g., a "short sale"), or (iv) foreclosure or deed-in-lieu-of-foreclosure and
sale of the resulting REO. Loan modifications must be made in accordance with
the applicable servicing agreement as such agreements may require approvals or
impose restrictions upon, or even forbid, loan modifications. To select an
appropriate loan modification option for a borrower, we perform a structured
analysis, using a proprietary model, of all options using information provided
by the borrower as well as external data, including recent broker price opinions
to value the mortgaged property. Our proprietary model includes, among other
things, an assessment of re-default risk.

Our future financial performance will be less impacted by loan resolutions
because, under our NRZ agreements, NRZ receives all deferred servicing fees.
Deferred servicing fees related to delinquent borrower payments were
$148.4 million at December 31, 2021, of which $117.7 million were attributable
to NRZ agreements.

Advance Obligation

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

Most of our advances have the highest reimbursement priority (i.e., they are
"top of the waterfall") so that we are entitled to repayment from respective
loan or REO liquidation proceeds before any interest or principal is paid on the
bonds that were issued by the trust. In the majority of cases, advances in
excess of respective loan or REO liquidation proceeds may be recovered from
pool-level proceeds. The costs incurred in meeting these obligations consist
principally of the interest expense incurred in financing the servicing
advances. Most subservicing agreements, including our agreements with NRZ,
provide for prompt reimbursement of any advances from the owner of the servicing
rights. Refer to Note 25 - Commitments to the Consolidated Financial Statements
for further description of servicer advance obligations.

Significant Variables

Aggregate UPB and Loan Count. Servicing fees are generally expressed as a
percentage of UPB and subservicing fees are earned on a per-loan basis or
expressed as a percentage of UPB. Aggregate UPB and loan count decline as a
result of portfolio run-off and increase to the extent we retain MSRs from new
originations or engage in MSR acquisitions, to the extent permitted.


Operating Efficiency. Our operating results are heavily dependent on our ability
to scale our operations to cost-effectively and efficiently perform servicing
activities in accordance with our servicing agreements.

Delinquencies. Delinquencies impact our results of operations and operating cash
flows. Non-performing loans are more expensive to service because the loss
mitigation activities that we must undertake to keep borrowers in their homes or
to foreclose, if necessary, are costlier than the activities required to service
a performing loan. These loss mitigation activities include increased contact
with the borrower for collection and the development of forbearance plans or
loan modifications by highly skilled associates who command higher compensation
as well as the higher compliance costs associated with these, and similar,
activities. While the higher cost is somewhat offset by ancillary fees, for
severely delinquent loans or loans that enter the foreclosure process the
incremental revenue opportunities are generally not sufficient to cover our
increased costs.

In addition, when borrowers are delinquent, the amount of funds that we are
required to advance to the investors increases. We utilize servicing advance
financing facilities, which are asset-backed (i.e., match funded liabilities)
securitization facilities, to finance a portion of our advances. As a result,
increased delinquencies result in increased interest expense.

Prepayment Speed. The rate at which portfolio UPB declines can have a
significant impact on our business. Items reducing UPB include scheduled and
unscheduled principal payments (runoff), refinancing, loan modifications
involving forgiveness of principal, voluntary property sales and involuntary
property sales such as foreclosures. Prepayment speed impacts future servicing
fees, amortization and valuation of MSRs, float earnings on float balances and
interest expense on advances. Increases in anticipated lifetime prepayment
speeds generally cause MSR valuation adjustments to increase because MSRs are
valued based on total expected servicing income over the life of a portfolio.
The converse is true when expectations for prepayment speeds decrease.
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Reverse Mortgage Revenue


The activities and financial performance related to reverse mortgage loans that
are securitized and classified as held for investment, at fair value, together
with the HMBS-related borrowings, at fair value (internally identified as our
Reverse Servicing business) are reflected in the Servicing segment, consistent
with how the activities are managed and internally reported. Once a reverse
mortgage loan is securitized, our activities are generally consistent with other
loan servicing as described above, with the following variations.

Under the terms of ARM-based HECM loan agreements, the borrowers have additional
borrowing capacity of $1.5 billion at December 31, 2021. These draws or tails
are funded by the servicer and can be subsequently securitized. We do not incur
any substantive underwriting, marketing or compensation costs in connection with
any future draws, although we must maintain sufficient capital resources and
available borrowing capacity to ensure that we are able to fund these future
draws.

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

The reverse mortgage revenue reported within the Servicing segment includes the
net fair value changes of securitized reverse mortgage loans held for investment
and HMBS-related borrowings. We elected the fair value accounting election for
both our reverse mortgage loans held for investment and the HMBS-related
borrowings. The net fair value changes of the reverse mortgage loans and related
borrowings reported within the Servicing segment include the following:

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

•cash gains on tail securitization. Tails are participations in previously
securitized HECMs and are created by additions to principal for borrower draws
on lines-of-credit (scheduled and unscheduled), interest, servicing fees, and
mortgage insurance premiums;

•fair value changes due to the realization of expected cash flows of the net
asset balance of securitized loans held for investment and HMBS-related
borrowings; and

•fair value changes due to the inputs and assumptions of the net balance of
securitized loans held for investment and HMBS-related borrowings.


The fair value of our HECM loan portfolio generally decreases as market interest
rates rise and increases as market rates fall. As our HECM loan portfolio is
predominantly comprised of ARMs, higher interest rates cause the loan balance to
accrue and reach a 98% maximum claim amount liquidation event more quickly, with
lower interest rates extending the timeline to liquidation. HECM loans have a
longer duration than HMBS-related borrowings as a result of the future draw
commitments, and our obligations as issuer of HMBS to purchase loans out of the
Ginnie Mae securitization pools once the outstanding principal balance of the
related HECM loan is equal to 98% of the maximum claim amount.

The financial performance associated with the subservicing of reverse mortgage
loans associated with the MAM (RMS) transaction is primarily reflected within
Servicing and subservicing fees, net since Reverse mortgage revenue, net
strictly reflects the financial performance of owned loans/servicing. We collect
higher subservicing fees for inactive loans relative to the base subservicing
fee for performing loans or active repurchased loans, commensurate with the
level of servicing efforts, as described above.

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

                                                      Years Ended December 31,                                  % Change
                                            2021                 2020               2019            2021 vs 2020        2020 vs 2019
Revenue

Servicing and subservicing fees        $    773.5            $   731.2          $    974.2                   6  %              (25) %
Gain on loans held for sale, net             46.6                 14.7                 5.4                 217                 171
Reverse mortgage revenue, net                (2.3)                 7.6                63.5                (131)                (88)
Other revenue, net                            1.7                  4.2                 5.4                 (60)                (24)
Total revenue                               819.4                757.7             1,048.5                   8                 (28)

MSR valuation adjustments, net             (160.4)              (276.3)             (120.9)                (42)                129

Operating expenses
Compensation and benefits                   108.1                113.6               144.0                  (5)                (21)
Servicing expense                            98.2                 68.4               101.3                  44                 (32)
Professional services                        31.4                 28.1                42.2                  11                 (33)
Occupancy and equipment                      26.5                 31.0                44.3                 (14)                (30)
Technology and communications                23.8                 25.2                32.6                  (5)                (23)
Corporate overhead allocations               47.7                 61.0               197.9                 (22)                (69)
Other expenses                                6.6                  4.5               (14.3)                 46                (132)
Total operating expenses                    342.4                331.9               548.0                   3                 (39)

Other income (expense)
Interest income                               8.2                  7.1                10.1                  17                 (30)
Interest expense                           (104.6)               (90.7)             (102.5)                 15                 (12)
Pledged MSR liability expense              (209.1)              (152.5)             (372.2)                 37                 (59)

Earnings of equity method investee            3.6                    -                   -                    n/m                 n/m
Other, net                                    5.2                 10.8                12.3                 (52)                (13)
Total other income (expense), net          (296.6)              (225.3)             (452.3)                 32                 (50)

Income (loss) before income taxes      $     19.9            $   (75.8)         $    (72.7)               (126) %                4  %


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

                                                                                                               % Change
                                                                                                      2021 vs.           2020 vs.
                                            2021                2020                2019                2020               2019
Assets Serviced at December 31
Unpaid principal balance (UPB) in
billions:
Performing loans (1)                    $    254.2          $    177.6          $    198.9                 43  %             (11) %
Non-performing loans                          13.1                10.3                11.2                 27                 (8)
Non-performing real estate                     0.7                 0.9                 2.2                (22)               (59)
Total                                   $    268.0          $    188.8          $    212.4                 42                (11)

Conventional loans (2)                  $    166.3          $     77.0          $     95.3                116  %             (19) %
Government-insured loans                      28.8                34.8                30.1                (17)                16
Non-Agency loans                              72.8                77.0                87.0                 (5)               (11)
Total                                   $    268.0          $    188.8          $    212.4                 42                (11)

Servicing portfolio (3)                 $    135.9          $     97.4          $     76.7                 40  %              27  %
Subservicing portfolio
Subservicing - forward                        29.4                24.3                17.1                 21                 42
Subservicing - reverse                        13.9                   -                   -                   n/m                n/m
Total subservicing                            43.3                24.3                17.1                 78                 42
MAV (4)                                       33.0                   -                   -                   n/m                n/m
NRZ (5) (6)                                   55.8                67.1               118.6                (17)               (43)
                                        $    268.0          $    188.8          $    212.4                 42                (11)

Number (in 000's):
Performing loans (1)                       1,287.0             1,048.7             1,344.9                 23  %             (22) %
Non-performing loans
Non-performing loans - NRZ                    30.7                33.8                54.2                 (9) %             (38) %
Non-performing loans - Other                  30.7                18.4                 6.6                 67                179
                                              61.4                52.2                60.8                 18                (14)
Non-performing real estate                     4.9                 6.7                14.3                (27)               (53)
Total                                      1,353.3             1,107.6             1,420.0                 22                (22)

Conventional loans (2)                       686.5               349.6               607.9                 96  %             (42) %
Government-insured loans                     168.1               201.9               185.1                (17)                 9
Non-Agency loans                             498.7               556.1               627.0                (10)               (11)
Total                                      1,353.3             1,107.6             1,420.0                 22                (22)


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                                                                                                             % Change
                                                                                                    2021 vs.           2020 vs.
                                          2021                2020                2019                2020               2019
Servicing portfolio                        636.1               511.6               472.8                 24  %               8  %
Subservicing portfolio
Subservicing - forward                     105.6                96.3                77.3                 10                 25
Subservicing - reverse                      54.7                   -                   -                   n/m                n/m
Total subservicing
MAV                                        131.6                   -                   -                   n/m                n/m
NRZ (5)                                    425.4               499.6               869.9                (15)               (43)
                                         1,353.3             1,107.6             1,420.0                 22                (22)

Prepayment speed (CPR) (7)
12-month % Voluntary CPR                      18  %               15  %               11  %              20  %              36  %
12-month % Involuntary CPR                     1                   2                   2                (50)                 -
Total 12-month % CPR                          21                  20                  16                  5                 25

Number of completed modifications         17,294              28,322              25,754                (39) %              10  %
Revenue recognized in connection with
loan modifications                    $     27.8          $     30.2          $     38.5                 (8)               (22)

n/m: not meaningful


(1)Performing loans include those loans that are less than 90 days past due and
those loans for which borrowers are making scheduled payments under loan
modification, forbearance or bankruptcy plans. We consider all other loans to be
non-performing.
(2)Conventional loans at December 31, 2021 include 73,340 prime loans with a UPB
of $13.7 billion which we service or subservice. This compares to 89,458 prime
loans with a UPB of $16.1 billion at December 31, 2020. Prime loans are
generally good credit quality loans that meet GSE underwriting standards.
(3)Includes $7.0 billion UPB of reverse mortgage loans that are recognized in
our consolidated balance sheet at December 31, 2021.
(4)Includes $8.9 billion UPB subserviced and $24.0 billion UPB of MSRs sold to
MAV that does not achieve sale accounting treatment.
(5)Loans serviced or subserviced pursuant to our agreements with NRZ.
(6)Includes $2.1 billion UPB of subserviced loans at December 31, 2021.
(7)Total 12-month % CPR includes voluntary and involuntary prepayments, as shown
in the table, plus scheduled principal amortization.

The following table provides selected operating statistics related to our owned
reverse mortgage loans held for investment reported within our Servicing
segment:
                                                                                                         % Change
                                                                                                2021 vs.           2020 vs.
                                         2021               2020               2019               2020               2019
Reverse Mortgage Loans at December
31
Unpaid principal balance (UPB) in
millions:
Loans held for investment (1)        $ 6,546.5          $ 6,299.6          $ 5,658.3                  4  %              11  %
Active Buyouts (2)                        36.1               28.4               10.2                 27                178
Inactive Buyouts (2)                      95.3               60.9               26.4                 56                131
Total                                $ 6,677.9          $ 6,388.9          $ 5,694.9                  5                 12

Inactive buyouts % to total               1.43  %            0.95  %            0.46  %              51                107

Future draw commitments (UPB) in
millions:                              1,507.1            2,044.4            1,937.4                (26)                 6


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                                                                                                             % Change
                                        2021               2020               2019             2021 vs. 2020           2020 vs. 2019
Fair value in millions:
Loans held for investment (1)       $ 6,979.1          $ 6,872.3          $ 6,120.9                   2                          12
HMBS related borrowings               6,885.0            6,772.7            6,063.4                   2                          12
Net asset value                     $    94.1          $    99.6          $    57.5                  (6)                         73
Net asset value to UPB                   1.44  %            1.58  %            1.02  %


(1)Securitized loans only; excludes unsecuritized loans as reported within the
Originations segment.
(2)Buyouts are reported as Loans held for sale, Accounts Receivable or REO
depending on the loan and foreclosure status.

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


Advances by investor type (Carrying value in
millions)
                                                                                                          Foreclosures,
                                                  Principal and                                        bankruptcy, REO and
December 31, 2021                                    Interest             Taxes and Insurance                 other                      Total
Conventional                                   $                  2       $                 66       $                      7       $             75
Government-insured                                                1                         55                             23                     79
Non-Agency                                                      225                        261                            133                    618
Total, net                                     $                228       $                381       $                    164       $            772

                                                                                                          Foreclosures,
                                                  Principal and                                        bankruptcy, REO and
December 31, 2020                                    Interest             Taxes and Insurance                 other                      Total
Conventional                                   $                  4       $                 30       $                      5       $             38
Government-insured                                                1                         55                             28                     84
Non-Agency                                                      272                        279                            155                    705
Total, net                                     $                277       $                365       $                    187       $            828


The following table provides the rollforward of activity of our portfolio of
mortgage loans serviced for the years ended December 31, that includes MSR,
whole loans and subserviced loans, both forward and reverse:


                                          Amount of UPB (in billions)                                            Count (in 000's)
                                    2021                 2020              2019                 2021                      2020                 2019
Portfolio at beginning of
year                         $    188.8               $  212.4          $  256.0                1,107.6                  1,420.0              1,562.2

Additions (1) (2)                 152.0                   57.4              30.1                  567.9                    194.5                100.6

Sales                                 -                   (0.2)             (1.2)                  (0.2)                    (1.6)                (8.3)
Servicing transfers (2) (3)       (23.1)                 (40.5)            (34.3)                (102.0)                  (303.1)               (48.5)
Runoff                            (49.7)                 (40.3)            (38.3)                (220.0)                  (202.2)              (186.0)
Portfolio at end of year     $    268.0               $  188.8          $  212.3                1,353.3                  1,107.6              1,420.0


(1)2021 additions include purchased MSRs on portfolios consisting of 287 loans
with a UPB of $0.1 billion that have not yet transferred to the Black Knight MSP
servicing system as of December 31, 2021. Because we have legal title to the
MSRs, the UPB and count of the loans are included in our reported servicing
portfolio. The seller continues to subservice the loans on an interim basis
between the transaction closing date and the servicing transfer date.
(2)Includes the volume UPB associated with short-term interim subservicing for
some clients as a support to their originate-to-sell business, where loans are
boarded and deboarded within the same quarter.
(3)2020 includes 270,218 deboarded loans with a UPB of $34.2 billion related to
the termination of the subservicing agreement between NRZ and PMC on February
20, 2020. Refer to Note 8 - MSR Transfers Not Qualifying for Sale Accounting.

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Year Ended December 31, 2021 versus 2020

Servicing and Subservicing Fees


                                                    Years Ended December 31,                                 % Change
                                           2021                 2020               2019           2021 vs 2020       2020 vs 2019
Loan servicing and subservicing fees
Servicing                             $    339.3            $   216.2          $   227.5                 57  %              (5) %
Subservicing                                21.1                 28.9               15.4                (27)                87
MAV                                         15.7                    -                  -                   n/m                n/m
NRZ                                        304.2                383.7              577.0                (21)               (34)
Servicing and subservicing fees            680.3                628.8              820.0                  8                (23)

Ancillary income                            93.2                102.5              154.2                 (9)               (34)
Total                                 $    773.5            $   731.2          $   974.2                  6  %             (25) %


The $42.2 million, or 6% increase in total servicing and subservicing fees in
2021 as compared to 2020 is primarily driven by servicing volume, with a $123.1
million or 57% increase in servicing fee income on our owned MSR, partially
offset by $79.4 million reduction in fees collected on behalf of NRZ. The
increase in servicing fee income on our owned MSR as compared to 2020 is due to
a 60% increase in our average volume serviced, primarily driven by bulk
acquisitions, MSR acquisitions through the Agency Cash Window programs and the
growth in our correspondent lending volumes. The decline in the collection of
NRZ servicing fees is mostly due to portfolio runoff and the PMC servicing
termination in February 2020.

Additional changes between 2020 and 2021 include $15.7 million of servicing fees
collected on behalf of MAV, launched in 2021 and $9.2 million subservicing fees
related to the MAM (RMS) reverse subservicing portfolio acquired in the fourth
quarter of 2021. The average subservicing fee per loan increased, driven by the
inclusion of reverse mortgage loans, with relatively higher compensation for
inactive loans. These fee increases were offset by a $9.3 million decline in
ancillary income and a $15.8 million decrease in NRZ subservicing fees. The $7.8
million decrease in subservicing fees is mostly due to NRZ fees being reported
as subservicing fees during 2020 from PMC servicing termination through loan
deboarding, partially offset by MAM (RMS) reverse subservicing fees.

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The following table presents the respective drivers of loan servicing and
subservicing fees.

                                                        Years Ended December 31,                           % Change
                                               2021               2020               2019           2021 vs 2020           2020 vs 2019
Servicing and subservicing fee
Servicing fee                              $      339.3       $      216.2       $      227.5               57  %                 (5) %
Average servicing fee (% of UPB)                   0.27               0.28               0.30               (4) %                 (7) %

Subservicing fee (1) (2)                   $       21.1       $       28.9       $       15.4              (27)                   88  %
Average monthly fee per loan (in dollars)
(2)                                        $         18       $          9       $         12              100                   (25) %

Assets serviced
Average UPB ($ in billions):
Servicing portfolio                        $  125.48          $   78.30          $   76.14                  60  %                  3  %
Subservicing portfolio
Subservicing - forward                         21.46              45.46              31.23                 (53)                   46  %
Subservicing - reverse                          3.26                  -                  -                    n/m                   n/m
MAV                                             9.08                  -                  -                    n/m                   n/m
NRZ                                            61.43              74.84             125.07                 (18)                  (40) %
Total                                      $  220.71          $  198.60          $  232.44                  11  %                (15) %

Average number (in 000's):
Servicing portfolio                               609.1              466.1              471.8               31  %                 (1) %
Subservicing portfolio
Subservicing - forward                             83.6              268.5              106.2              (69)                  153  %
Subservicing - reverse                             12.9                  -                  -                 n/m                   n/m
MAV                                                37.4                  -                  -                 n/m                   n/m
NRZ                                               463.1              561.6              913.2              (18)                  (39) %
                                                1,206.1            1,296.2            1,491.2               (7) %                (13) %

(1)Subservicing fees for the year ended December 31, 2020 includes $15.9 million
of fees earned on the NRZ PMC MSR Agreements upon receiving the notice of
cancellation in February 2020.

(2)Excludes MAV portfolio and includes reverse subservicing in the fourth
quarter of 2021.


The following table presents both servicing fees collected and subservicing fees
retained by Ocwen under the NRZ agreements, together with the previously
recognized amortization gain of the lump-sum payments received in connection
with the 2017 Agreements and New RMSR Agreements (through the second quarter of
2020 only). See Note 8 - MSR Transfers Not Qualifying for Sale Accounting for
further information.

NRZ Servicing and Subservicing Fees                              Years 

Ended December 31,

                                                       2021                2020                2019

Servicing fees collected on behalf of NRZ $ 304.2 $ 383.7 $ 577.0
Servicing fees remitted to NRZ (1)

                     (215.8)             (278.8)             (437.7)
Retained subservicing fees on NRZ agreements (2)   $     88.4          $    104.8          $    139.3
Amortization gain of the lump-sum cash payments
received (including fair value change) (1) (3)              -                34.2                95.1
Total retained subservicing fees and amortization
gain of lump-sum payments (including fair value
change)                                            $     88.4          $    

139.0 $ 234.4


Average NRZ UPB (in billions) (4)                  $     61.4          $     74.8          $    125.1
Average retained subservicing fees as a % of NRZ
UPB (excluding amortization gain of lump-sum cash
payments)                                                0.14  %             0.14  %             0.11  %


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(1)Reported within Pledged MSR liability expense. The NRZ servicing fee includes
the total servicing fees collected on behalf of NRZ relating to the MSR sold but
not derecognized from our balance sheet. Under GAAP, we separately present
servicing fees collected and remitted on a gross basis, with the servicing fees
remitted to NRZ reported as Pledged MSR liability expense.
(2)Excludes the servicing fees of loans under the PMC Servicing Agreement after
February 20, 2020 due to the notice of termination by NRZ, and subservicing fees
earned under subservicing agreements. Excludes ancillary income.
(3)In 2017 and early 2018, we renegotiated the Ocwen agreements with NRZ to more
closely align with a typical subservicing arrangement whereby we receive a base
servicing fee and certain ancillary fees, primarily late fees, loan modification
fees and Speedpay fees. We may also receive certain incentive fees or pay
penalties tied to various contractual performance metrics. We received upfront
cash payments in 2018 and 2017 of $279.6 million and $54.6 million,
respectively, from NRZ in connection with the resulting 2017 and New RMSR
Agreements. These upfront payments generally represented the net present value
of the difference between the future revenue stream Ocwen would have received
under the original agreements and the future revenue Ocwen received under the
renegotiated agreements. These upfront payments received from NRZ were deferred
and recorded within Other income (expense), Pledged MSR liability expense, as
they amortized through the term of the original agreements (April 2020). See
Note 8 - MSR Transfers Not Qualifying for Sale Accounting for further
information.
(4)Excludes the UPB of loans subserviced under the PMC Servicing Agreement after
February 20, 2020 due to the notice of termination by NRZ, and excludes the UPB
of loans under subservicing agreements.

The net retained fee on our NRZ portfolio declined by $16.4 million, or 16% as
compared to 2020. The decline in the NRZ fee collection and remittance is
primarily driven by the decline in the average UPB of 18%, partially offset by
an increased fee margin due to the nature of remaining collateral, which was
non-Agency with higher delinquencies, as compared to the performing Agency
portfolio that deboarded in connection with the termination of the PMC agreement
by NRZ on February 20, 2020. The decline in serviced volume is explained by the
NRZ portfolio runoff and the derecognition of the MSRs in connection with the
termination of the PMC agreement. As the NRZ relationship is effectively a
subservicing agreement, the COVID-19 environment, loans under forbearance and
the fee collection do not impact our financial results to the same extent as for
serviced loans with our owned MSRs.

The following table presents the detail of our ancillary income:

                                                      Years Ended December 31,                                 % Change
Ancillary Income                             2021                 2020               2019           2021 vs 2020       2020 vs 2019
Late charges                           $     40.9             $    47.7          $    57.2                (14) %             (17) %
Custodial accounts (float earnings)           4.7                   9.9               47.5                (52)               (79)
Loan collection fees                         11.7                  13.0               15.5                (10)               (16)
Recording fees                               16.0                  14.3               13.0                 12                 10
Boarding and deboarding fees                  4.3                   5.0                3.3                (15)                52
GSE forbearance fees                          1.5                   1.2                  -                 28                   n/m
Reverse subservicing                          1.4                     -                  -                   n/m                n/m
HAMP fees                                     0.6                   0.6                5.5                 13                (89)
Other                                        12.0                  10.8               12.2                 11                (11)
Ancillary income                       $     93.2             $   102.5          $   154.2                 (9) %             (34) %


Ancillary income declined by $9.3 million as compared to 2020 primarily due to
$6.8 million lower late fees, driven by the combined effect of lower servicing
volume of delinquent loans, through acquisitions of primarily performing
portfolios and sales of delinquent portfolios in 2021, and the COVID-19
environment restricting late fees. Float earnings were $5.2 million lower driven
by the decline in interest rates, with average one-month LIBOR declining by
approximately 40 basis points in 2021 as compared to 2020, partially offset by
larger account balances due to the MSR portfolio growth.

Gain on Loans Held for Sale, Net


Gain on loans held for sale, net of $46.6 million increased $31.9 million as
compared to 2020 primarily due to a $27.1 million gain recognized in 2021 on the
sale of loans acquired in connection with the exercise of call rights relating
to certain Non-Agency trusts, and additional gains on repurchased loans in
connection with Ginnie Mae loan modifications and early buyout (EBO) activities.

Reverse Mortgage Revenue, Net


Reverse mortgage revenue, net is the net change in fair value of securitized
loans held for investment and HMBS-related borrowings. The following table
presents the components of the net fair value change and is comprised of net
interest income and other fair value gains or losses. Net interest income is
primarily driven by the volume of securitized UPB as it is the interest

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income earned on the securitized loans offset against interest expense incurred
on the HMBS-related borrowings, and represents our compensation for servicing
the portfolio, that is typically a percentage of the outstanding UPB. Other fair
value changes are primarily driven by changes in market-based inputs or
assumptions. Lower interest rates generally result in favorable net fair value
impacts on our HECM reverse mortgage loans and the related HMBS financing
liability and higher interest rates generally result in unfavorable net fair
value impacts.
                                                      Years Ended December 31,                                   % Change
                                             2021                  2020               2019           2021 vs 2020        2020 vs 2019
Net interest income (servicing fee)   $     19.9               $    19.2          $    16.9                   4  %               13  %
Other fair value changes (1)               (22.3)                  (11.6)              46.6                  91                (125) %
Reverse mortgage revenue, net
(Servicing)                           $     (2.3)              $     7.6          $    63.5                (131) %              (88) %


(1) Includes $21.6 million and $24.4 million of realized gains on tail
securitization in 2021 and 2020, respectively. On January 1, 2020, we made an
irrevocable election to account for tails at fair value.


The decline in Reverse mortgage revenue, net of $9.9 million, or 131%, as
compared to 2020 is primarily due to unrealized losses on the HECM loan
portfolio attributable to market rate conditions. Specifically, fair value
losses are driven by increasing interest rates and widening yield spread
directly impacting the tail value of the HECM reverse mortgage loans. Tails
represent the future draws of borrowers, scheduled and unscheduled, as well as
capitalized interest and are included in the fair value of the underlying loans.
As our HECM loan portfolio is predominantly comprised of ARMs, higher interest
rates cause the loan balance to accrue and reach the 98% maximum claim amount
liquidation event more quickly. Tails are securitized on a monthly basis and a
widening yield spread results in lower cash gain on securitization. Net interest
income, that effectively represents our servicing fee increased in 2021 as
compared with 2020 mostly due to the growth of the loan portfolio.

MSR Valuation Adjustments, Net


The following table summarizes the MSR valuation adjustments, net reported in
our Servicing segment, with the breakdown of the total MSRs recorded on our
balance sheet between our owned MSR and the MSRs transferred to NRZ and MAV that
did not achieve sale accounting treatment:

                                                                                              Years Ended December 31,
                                               2021                                                         2020                                                    2019
                          Total (1)       Owned MSR (1)    Pledged MSR (NRZ          Total (1)     Owned MSR (1)   Pledged MSR (NRZ) (2)           

Total Owned MSR (1) Pledged MSR

                                                             and MAV) (2)                                                                                                         (NRZ) (2)
Runoff (3) (4)         $      (250.2)       (159.9)               (90.3)              (171.4)            (93.5)            (77.9)                  (197.3)         (90.4)       $   (106.9)
Rate and assumption
change (1)                     124.7          36.2                 88.5               (149.8)           (145.1)             (4.7)                    75.9          (64.7)            140.6
Hedging gain (loss)            (34.9)        (34.9)                   -                 44.9              44.9                 -                      0.5            0.5                 -
Total                  $      (160.4)       (158.6)                (1.8)              (276.3)           (193.7)            (82.6)                  (120.9)        (154.6)       $     33.8


(1)Excludes gains of $25.2 million and $41.7 million in 2021 and 2020,
respectively (nil in 2019), on the revaluation of MSRs purchased at a discount,
that is reported in the Originations segment as MSR valuation adjustments, net.
(2)MSR sale transactions with NRZ and MAV that do not achieve sale accounting
treatment. See Note 8 - MSR Transfers Not Qualifying for Sale Accounting for
further information.
(3)Effective January 1, 2021, changes in fair value due to actual versus model
variances are presented as Changes in valuation inputs or assumptions. Activity
for 2020 and 2019 in the table above has been recast to conform to current year
disclosure, resulting in a $1.8 million and $18.1 million gain, respectively,
reclassified from Runoff to Rate and assumption change.
(4)The terms runoff and realization of expected future cash flows may be used
interchangeably within this discussion.

We reported a $160.4 million loss in MSR valuation adjustments, net in 2021,
comprised of $158.6 million loss on our owned MSRs and $1.8 million loss on the
MSRs transferred to NRZ and MAV. The $158.6 million loss on our owned MSRs is
comprised of $159.9 million MSR portfolio runoff, $36.2 million gain on the MSR
portfolio attributed to rate and assumption change and a $34.9 million hedging
loss. MSR portfolio runoff represents the realization of expected cash flows and
yield based on projected borrower behavior, including scheduled amortization of
the loan UPB together with projected voluntary prepayments. The gain on rate and
assumption change is primarily due to an increase in market interest rates (the
10 year swap rate increased by 66 basis points in 2021), partially offset by a
loss on assumption updates driven by unfavorable prepayment model variance and
related calibrations.

Our MSR hedging policy is designed to reduce the volatility of the MSR portfolio
fair value due to market interest rates. The changes in fair value of the MSR
and hedging derivatives were not offset to the same extent as per their expected
hedging

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sensitivity measures, mainly due to non-parallel changes in the interest rate
curve and the basis risk inherent in the MSR profile and the available hedging
instruments. Refer to the Market Risk sections for further detail on our hedging
strategy and its effectiveness.

The following table provides information regarding the changes in the fair value
and the UPB of our portfolio of Owned MSRs (excluding NRZ and MAV related MSRs)
during 2021, with the breakdown by investor type.

                                                     Owned MSR Fair Value (4)                                                Owned MSR UPB ($ in billions) (4)
                                   GSEs            Ginnie Mae            Non-             Total                GSEs              Ginnie Mae           Non-              Total
                                                                        Agency                                                                       Agency
Beginning balance              $   507.9          $     75.4          $ 144.5          $   727.8          $      55.1          $      13.1          $ 22.1          $         90.3
Additions
New cap.                           199.2                23.5              1.9              224.6                 16.9                  1.7               -                    18.6
Purchases (1)                      833.2                11.3                -              844.5                 74.6                  0.9               -                    75.6
Sales/servicing transfers              -                   -                -                  -                    -                    -               -                       -
Sales/calls (3)                   (271.0)                  -             (4.5)            (275.5)               (25.1)                   -               -                  (25.1)
Change in fair value:
Inputs and assumptions (1)          47.7                 9.9              3.5               61.0                    -                    -               -                       -
Realization of cash flows         (118.5)              (10.7)           (30.8)            (159.9)               (23.1)                (3.7)           (4.6)                 (31.5)
Ending balance                 $ 1,198.5          $    109.4          $ 114.6          $ 1,422.5          $         98.4       $         12.0       $    17.5       $        127.9
Fair value (% of UPB)               1.22  %             0.91  %          0.65  %            1.11  %
Fair value multiple (2)              4.8                 2.6              2.0                4.0


(1)Mostly changes in interest rates, except for gains of $25.2 million on the
revaluation of purchased MSRs, that are reported in the Originations segment.
(2)Multiple of average servicing fee and UPB.
(3)Includes $274.8 million fair value and $24.9 billion UPB of MSR sales to MAV
in 2021 that did not achieve sale accounting treatment.
(4)See Note 7 - Mortgage Servicing and Note 8 - MSR Transfers Not Qualifying for
Sale Accounting for further information on the NRZ and MAV portfolios.

The $1.8 million loss on the transferred MSRs not qualifying for sale accounting
(transferred to NRZ and MAV) includes $90.3 million runoff and $88.5 million
fair value gain attributable to rates and assumptions. The runoff is explained
by the same factors underlying our owned MSR, discussed above, and the transfers
of MSRs to MAV in 2021 and the decline in the NRZ MSR portfolio, due to runoff
and the termination of the PMC servicing agreement by NRZ in February 2020. The
$88.5 million fair value gain attributable to rates and assumptions in 2021 is
mostly driven by PLS model calibrations by our third-party valuation expert. The
model calibrations more accurately reflect the favorable delinquency and default
performance of the PLS collateral across the valuation expert's client base and
was supported by our fair value benchmarking and back-testing analysis. This MSR
fair value gain is offset by a fair value loss recorded on the associated NRZ
MSR pledged liability.

Compensation and Benefits


                                                    Years Ended December 31,                                 % Change
                                           2021                 2020               2019           2021 vs 2020       2020 vs 2019
Compensation and benefits             $    108.1            $   113.6          $   144.0                 (5) %             (21) %

Average Employment - Servicing
India and other                            2,432                2,880              3,360                (16) %             (14)
U.S.                                         740                  730              1,158                  1                (37)
Total                                      3,172                3,610              4,518                (12)               (20)


Compensation and benefits expense declined $5.4 million, or 5%, as compared to
2020 primarily due to a $5.3 million decrease in salaries and benefit expense as
a result of the 12% decline in our average servicing headcount, mostly offshore.
A $0.8 million decline in commissions also contributed to the decline in
Compensation and benefits expense. During 2021, we serviced 7% fewer loans, on
average, as compared to 2020. The decline in servicing headcount reflects the
scaling down of our

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platform to the number of loans being serviced and the efficiencies resulting
from our cost re-engineering initiatives, partially offset by the hiring of
employees to support the acquisition of reverse mortgage subservicing from MAM
(RMS) on October 1, 2021.

Servicing Expense

Servicing expense primarily includes claim losses and interest curtailments on
government-insured loans, provision expense for advances and servicing
representation and warranties, and certain loan volume related expenses.


Servicing expense increased $29.8 million, or 44%, as compared to 2020 largely
driven by a $4.5 million increase in interim subservicing expense on MSR bulk
acquisitions, a $5.2 million increase in our subservicer expenses largely
attributable to the termination and deboarding fees associated with moving our
owned reverse portfolio from a subservicer onto our platform, and an $8.4
million increase in satisfaction and other loan expenses attributed to a larger
portfolio. In addition, Servicing expense for 2020 included a $19.0 million
provision release comprised of $9.9 million recoveries from a settlement in 2020
with a mortgage insurer, and $9.1 million improved advance recoveries in 2020,
which decreased loss severity rates used in the computation of advance reserves.

The effects of the above factors were partially offset by a $6.6 million
reduction in government-insured claim loss provisions in 2021 on reinstated or
modified loans and receivables primarily due to a decline in the volume of
government-insured claim receivables and claim losses due to the foreclosure
moratorium in effect for much of 2021.

Other Operating Expenses


Other operating expenses (total operating expenses less compensation and benefit
expense and servicer expense) decreased by $13.8 million in 2021 as compared to
2020, in large part due to a $13.3 million decline in Corporate overhead
allocations and other cost savings attributed to our re-engineering initiatives.

Professional services increased by $3.2 million primarily due to $1.6 million
increase in other professional services fee expense driven by additional expense
related to reverse sub-servicing business. Professional services expenses in
2020 included $1.1 million reimbursement credits for the NRM consent
deal-related shared expenses.

Occupancy and equipment expense decreased $4.5 million primarily due to a $3.8
million decrease in office space occupancy allocations resulting from a
reduction in Servicing headcount and the cost savings of prior year office space
rationalization initiatives.

Technology and communications expense declined $1.4 million primarily due to
cost savings associated with the implementation of data solutions as well as
consolidation of telecommunication vendors in the second quarter of 2020.

The $13.3 million decline in Corporate overhead allocations is attributable to
the decline in support group operating expenses, including technology savings,
and the lower relative weight of Servicing headcount to the consolidated
organization.

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Other Income (Expense)


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

                                                  Years Ended December 31,                               % Change
                                         2021               2020               2019           2021 vs 2020       2020 vs 2019

Interest Expense
Advance match funded liabilities $ 14.2 $ 24.1 $ 26.9

                (41) %             (10) %

Mortgage loan warehouse facilities         8.9                5.4                3.5                 65                 53
MSR financing facilities                  26.0               15.9                8.1                 64                 96

Corporate debt interest expense
allocation                                48.8               38.2               54.9                 28                (30)
Escrow and other                           6.5                7.0                9.1                 (7)               (23)
Total interest expense               $   104.6          $    90.7          $   102.5                 15  %             (12) %

Average balances
Average balance of advances $ 754.1 $ 891.3 $ 1,006.3

                (15) %             (11) %
Advance match funded liabilities         505.4              603.7              671.8                (16)               (10)

Mortgage loan warehouse facilities       265.4              116.0               49.4                129                135
MSR financing facilities                 701.2              308.4              148.5                127                108

Effective average interest rate
Advance match funded liabilities          2.82  %            4.00  %            4.00  %             (29) %               -  %

Mortgage loan warehouse facilities        3.36               4.66               7.14                (28)               (35)
MSR financing facilities                  3.71               5.15               5.46                (28)                (6)

Facility costs included in interest
expense                              $     9.8          $    13.1          $     6.2                (25)               112

Average one-month LIBOR                   0.10  %            0.52  %            1.75  %             (81) %             (70) %


Interest expense increased by $13.9 million, or 15%, compared to 2020, due to an
overall increase in the average debt balances to finance the growth of the
business, partially offset by a lower funding cost. The $10.2 million increase
in interest expense on MSR financing facilities, $10.6 million increase in the
corporate debt interest expense allocation and $3.5 million increase in interest
expense on mortgage loan warehouse facilities, are mostly the result of larger
MSR and Loans held for sale portfolios, partially offset by lower funding costs.
The $9.9 million decline in interest expense on advance match funded facilities
is due to lower average balances of advances and borrowings and a lower cost of
funds.

Pledged MSR liability expense relates to the MSR transfers that do not qualify
for sale accounting and are presented on a gross basis in our financial
statements. See Note 8 - MSR Transfers Not Qualifying for Sale Accounting to the
Consolidated Financial Statements. Pledged MSR liability expense includes the
servicing fee remittance for these transfers and the fair value changes of the
pledged MSR liability.

The following table provides information regarding the Pledged MSR liability
expense:

                                                           Years Ended December 31,
                                                        2021           2020         2019
Net servicing fee remittance (1)                   $   228.0         $ 278.8      $ 437.7
Pledged MSR liability fair value (gain) loss (1)       (11.4)          (82.6)        33.8
NRZ 2017/18 lump sum amortization gain                     -           (34.2)       (95.1)
Other                                                   (7.6)           (9.6)        (4.2)
Pledged MSR liability expense                      $   209.1         $ 

152.4 $ 372.2

(1)See Note 8 - MSR Transfers Not Qualifying for Sale Accounting

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Pledged MSR liability expense increased $56.7 million as compared to 2020,
primarily due to a $71.1 million unfavorable fair value change on the Pledged
MSR liability, mostly driven by a fair value increase in NRZ PLS MSRs due to
model recalibrations performed by our third-party valuation expert to more
accurately reflect the favorable delinquency and default performance of PLS
collateral across its client base. Fair value adjustments to our NRZ MSR pledged
liability are offset by fair value adjustments to the related MSR asset, which
are recorded in MSR valuation adjustments, net. In addition, we recognized a
$34.2 million amortization gain recorded in 2020 (through the end of the second
quarter of 2020, nil in 2021), related to the lump-sum cash payments received
from NRZ in 2017 and 2018. These increases in the expense were partially offset
by a $50.8 million decline in servicing fee remittance, driven by lower volume
serviced, with the runoff of the portfolio and the termination of the PMC
agreement by NRZ in February 2020. Refer to the above discussions of MSR
valuation adjustments, net (Pledged MSR to NRZ and MAV) and Servicing and
subservicing fees (NRZ).

Originations


We originate and purchase loans and MSRs through multiple channels, including
retail, wholesale, correspondent, flow MSR purchase agreements, the Agency Cash
Window and Co-issue programs and bulk MSR purchases.

We originate and purchase conventional loans (conforming to the underwriting
standards of Fannie Mae or Freddie Mac; collectively referred to as Agency
loans) and government-insured (FHA or VA) forward mortgage loans. The GSEs and
Ginnie Mae guarantee these mortgage securitizations. We originate HECM loans, or
reverse mortgages, that are mostly insured by the FHA and we are an approved
issuer of HECM mortgage-backed securities (HMBS) that are guaranteed by Ginnie
Mae.

Within retail, our Consumer Direct channel for forward mortgage loans
(previously called Recapture) focuses on targeting existing servicing customers
by offering them competitive mortgage refinance opportunities, where permitted
by the governing servicing and pooling agreement. In doing so, we generate
revenues for our forward lending business and protect the servicing portfolio by
retaining these customers. A portion of our servicing portfolio is susceptible
to refinance activity during periods of declining interest rates. Origination
recapture volume and related gains are a natural economic hedge, to a certain
degree, to the impact of declining MSR values as interest rates decline. To the
extent we refinance a loan underlying the MSRs subject to the MAV subservicing
agreement, we are obligated to transfer such recaptured MSR to MAV under the
terms of the joint-marketing agreement. In addition to refinance activities, our
Consumer Direct channel targets cash-out, debt consolidation, mortgage insurance
premium reduction, and new customer acquisition.

Our forward lending correspondent channel drives higher servicing portfolio
replenishment. We purchase closed loans that have been underwritten to investor
guidelines from our network of correspondent sellers and sell and securitize
them. As of December 31, 2021, we have relationships with 438 approved
correspondent sellers, or 307 new sellers since December 31, 2020. On June 1,
2021, we expanded our network through the assignment by Texas Capital Bank (TCB)
to us, of all its correspondent loan purchase agreements with its correspondent
sellers (approximately 220 sellers).

We originate and purchase reverse mortgage loans through our retail, wholesale
and correspondent lending channels, under the guidelines of the HECM reverse
mortgage insurance program of the FHA. Loans originated under this program are
generally insured by the FHA, which provides protection against risk of borrower
default.

After origination, we package and sell the loans in the secondary mortgage
market, through GSE and Ginnie Mae securitizations on a servicing retained
basis. Origination revenues mostly include interest income earned for the period
the loans are held by us, gain on sale revenue, which represents the difference
between the origination or purchase value and the sale value of the loan
including its MSR value, and fee income earned at origination. As the
securitizations of reverse mortgage loans do not achieve sale accounting
treatment and the loans are classified as loans held for investment, at fair
value, reverse mortgage revenues include the fair value changes of the loan from
lock date to securitization date.

We provide customary origination representations and warranties to investors in
connection with our GSE loan sales and securitization activities. We receive
customary origination representations and warranties from our network of
approved correspondent lenders. We recognize the fair value of the liability for
our representations and warranties at the time of sale. In the event we cannot
remedy a breach of a representation or warranty, we may be required to
repurchase the loan or provide an indemnification payment to the mortgage loan
investor. To the extent that we have recourse against a third-party originator,
we may recover part or all of any loss we incur. We actively monitor our
counterparty risk associated with our network of correspondent lenders-sellers.

We purchase MSRs through flow purchase agreements, the Agency Cash Window
programs and bulk MSR purchases. The Agency Cash Window programs we participate
in, and purchase MSR from, allow mortgage companies and financial institutions
to sell whole loans to the respective agency and sell the MSR to the winning
bidder servicing released. In addition, we partner with other originators to
replenish our MSRs through flow purchase agreements. We do not provide any
origination representations and warranties in connection with our MSR purchases
through MSR flow purchase agreements or Agency Cash Window programs. As of
December 31, 2021, we have relationships with 154 approved sellers through the
Agency Cash Window co-issue programs, or 121 new sellers since December 31,
2020.
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We recognize our MSR origination with the associated economics in our
Originations business, and transfer the MSR to our Servicing segment at fair
value once the MSR is recognized on our balance sheet. Our Servicing segment
reflects all subsequent performance associated with the MSR, including funding
cost, run-off and other fair value changes.

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

For 2021, our Originations business originated or purchased forward and reverse
mortgage loans with a UPB of $19.0 billion and $1.5 billion, respectively. In
addition, we purchased $20.4 billion UPB MSR through the Agency Cash Window /
Flow MSR during 2021.

Significant Variables

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

Market Size and Composition. Changes in mortgage rates directly impact the
demand for both purchase and refinance forward mortgages. Small changes in
mortgage rates directly impact housing affordability for both first-time and
move-up home buyers and affect their ability to purchase a home. For refinance
loans, current market mortgage rates must be considered relative to the rates on
the current mortgage debt outstanding. As the time and cost to refinance has
decreased, relatively small reductions in mortgage rates can trigger higher
refinancing activity. Given the large size of U.S. residential forward mortgage
debt outstanding, the impact of mortgage rate changes can drive significant
swings in mortgage refinance volume.

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

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

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









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

                                                     Years Ended December 31,                                  % Change
                                            2021                 2020               2019           2021 vs 2020        2020 vs 2019
Revenue
Gain on loans held for sale, net       $    124.5            $   105.2          $    32.9                  18  %              220  %
Reverse mortgage revenue, net                82.0                 53.1               22.9                  54                 133
Other revenue, net (1)                       43.4                 21.0                6.0                 107                 251
Total revenue                               249.9                179.3               61.7                  39                 191

MSR valuation adjustments, net               25.2                 41.7                  -                 (40)                   n/m

Operating expenses
Compensation and benefits                   101.6                 62.2               43.8                  63                  42
Origination expense                          15.0                  7.2                7.0                 109                   3
Occupancy and equipment                       6.9                  5.4                6.4                  27                 (15)
Technology and communications                 9.8                  5.5                3.2                  76                  76
Professional services                        10.2                  9.3                1.3                  10                 620
Corporate overhead allocations               20.0                 18.2                6.0                  10                 202
Other expenses                                9.4                  6.5                4.8                  43                  36
Total operating expenses                    172.8                114.4               72.5                  51                  58

Other income (expense)
Interest income                              17.7                  7.0                5.2                 152                  34
Interest expense                            (23.0)                (9.8)              (7.6)                134                  30

Other, net                                   (3.1)                 0.4                0.9                (988)                (61)
Total other income (expense), net            (8.4)                (2.5)              (1.5)                239                  70

Income (loss) before income taxes      $     93.9            $   104.2          $   (12.2)                (10)               (952)


(1)Includes $8.5 million, $6.0 million, and $1.3 million ancillary fee income
related to MSR acquisitions reported as Servicing and subservicing fees at the
consolidated level for 2021, 2020 and 2019, respectively.














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

                                                     Years Ended December 31,                                 % Change
UPB in millions                            2021                2020                2019            2021 vs 2020       2020 vs 2019
Loan Production by Channel
Forward loans
Correspondent                          $ 16,577.8          $  5,685.5          $    494.0                192  %                n/m
Consumer Direct                           2,411.7             1,309.8               656.6                 84                 99

                                       $ 18,989.5          $  6,995.3          $  1,150.5                171                508

% Purchase production                          32                  20                  18                 63                 10
% Refinance production                         68                  80                  82                (15)                (2)

Reverse loans (1)
Correspondent                          $    807.1          $    470.3          $    411.6                 72  %              14  %
Wholesale                                   275.4               300.5               238.2                 (8)                26
Retail                                      445.5               170.8                79.6                161                115
                                       $  1,527.9          $    941.6          $    729.4                 62                 29

MSR Purchases by Channel (Forward
only)
Agency Cash Window / Flow MSR            20,443.4            15,111.6               908.3                 35                   n/m
Bulk MSR purchases                       55,133.5            16,566.2            14,616.7                233                 13
                                       $ 75,576.9          $ 31,677.7          $ 15,525.0                139                104

Total                                  $ 96,094.3          $ 39,614.7          $ 17,405.0                143                128

Short-term loan commitment (at year end)
Forward loans                          $  1,022.0          $    619.7               204.0                 65  %             204  %
Reverse loans                                63.3                11.7                28.5                442                (59)

Average Employment
U.S.                                          653                 461                 387                 42  %              19  %
India and other                               400                 177                  97                126                 82
Total                                       1,053                 638                 484                 65                 32

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

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Gain on Loans Held for Sale

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

                                                        Years Ended December 31,                             % Change
                                            2021                2020               2019           2021 vs 2020       2020 vs 2019
Gain on Loans Held for Sale (1)
Correspondent                           $     18.5          $    20.8          $     0.1                (11) %                n/m
Consumer Direct                              106.0               84.4               32.8                 26                158
                                        $    124.5          $   105.2          $    32.9                 18  %             220  %
% Gain on Sale Margin (2)
Correspondent                                 0.11  %            0.35  %            0.02  %             (69) %                n/m
Consumer Direct                               4.36               5.41               5.00  %             (19)                 8
                                              0.64  %            1.42  %            2.65  %             (55) %             (46) %
Origination UPB (3)
Correspondent                           $ 16,957.0          $ 5,851.1          $   584.6                190  %             901  %
Consumer Direct                            2,432.0            1,560.4              655.5                 56                138
                                        $ 19,389.0          $ 7,411.5          $ 1,240.1                162  %             498  %


(1)Includes realized gains on loan sales and related new MSR capitalization,
changes in fair value of IRLCs, changes in fair value of loans held for sale and
economic hedging gains and losses.
(2)Ratio of gain on Loans held for sale to Origination UPB - see (3) below. Note
that the ratio differs from the day-one gain on sale margin upon lock.
(3)Defined as the UPB of loans funded in the period plus the change in the
period in the pull-through adjusted UPB of IRLCs.

Gain on loans held for sale, net, increased $19.3 million, or 18%, as compared
to 2020, all attributed to our consumer direct channel, with a 56% increase in
our loan production volume, partially offset by a lower margin. The effect of
nearly three times higher production volume in our correspondent channel was
more than offset by lower margin and resulted in a 11% lower gain on sale as
compared to 2020. The combined $12.0 billion, or 162% new production volume
increase in our correspondent and consumer direct channels is due to favorable
market conditions for borrower refinancing, the successful integration of the
TCB correspondent lending resources and network of correspondent sellers, and
the demonstrated capability of our Originations platform. We have expanded our
correspondent seller network from 131 to 438, a 234% increase in twelve months.
In addition, the increase in the new production volume of our consumer direct
channel is the result of investments in staffing we made to develop the
production capabilities of our platform. Overall, the average gain on sale
margin for forward loans declined from 142 basis points in 2020 to 64 basis
points in 2021, mostly due to the continued shift in the channel mix, with
higher volume in correspondent, a lower-margin channel.

Reverse Mortgage Revenue, Net


The following table provides information regarding Reverse mortgage revenue, net
of the Originations segment that comprises fair value changes of the pipeline
and unsecuritized reverse mortgage loans held for investment, at fair value,
together with volume and margin:

                                                   Years Ended December 31,                               % Change
                                          2021               2020               2019           2021 vs 2020       2020 vs 2019
Origination UPB (1)                   $ 1,547.0          $   915.4          $   731.4                 69  %              25  %
Origination margin (2)                     5.30  %            5.81  %            3.12  %              (9)                86  %

Reverse mortgage revenue, net
(Originations) (3)                    $    82.0          $    53.1          $    22.9                 54  %             133  %


(1)Defined as the UPB of loans funded in the period plus the change in the
period in the pull-through adjusted UPB of IRLCs.
(2)Ratio of origination gain and fees - see (3) below - to origination UPB - see
(1) above.
(3)Includes gain on new origination, and loan fees and other. Includes $34.1
million, $26.9 million and $16.6 million non-cash gain on securitization of
newly originated loans in 2021, 2020 and 2019, respectively.

We reported $82.0 million Reverse mortgage revenue, net in 2021, a $28.9 million
or 54% increase as compared to 2020. The increase is primarily driven by an
increase in volume of our higher-margin retail channel that generated an
additional $26.8

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million revenue. The historical record increase in the volume of our reverse
correspondent and retail channels were partially offset by a lower average
margin in those channels mostly due to unfavorable yield spread widening
observed in the market.

Other revenue, net


Other revenue, net increased $22.4 million as compared to 2020 primarily due to
higher fees earned on increased loan origination volume and setup fees earned
for loans boarded on our servicing platform, mostly driven by our forward
correspondent and consumer direct channels.

MSR Valuation Adjustments, Net


MSR valuation adjustments, net includes gains of $25.2 million and $41.7 million
in 2021 and 2020, respectively, due to the revaluation gains on certain MSRs
purchased through the Agency Cash Window programs, and flow purchases. As an
aggregator of MSRs, we may purchase MSRs from smaller originators with a
purchase price at a discount to fair value and we recognize valuation
adjustments for differences in exit markets in accordance with the accounting
fair value guidance. We record such valuation adjustments as MSR valuation
adjustments, net, within the Originations segment because the segment's business
objective is the sourcing of new MSRs at targeted returns. We transfer the MSR
from the Originations segment to the Servicing segment at fair value.

MSR valuation adjustments, net decreased $16.5 million as compared to 2020.
Opportunities for fair value discount or margins were larger in the early period
of the pandemic and have reduced as markets normalized.

Operating Expenses


Operating expenses increased $58.4 million, or 51%, as compared to 2020, due to
our increased production volumes. Compensation and benefits increased by $39.4
million, or 63%, with a $23.1 million increase in salary and benefits and $10.9
million higher commissions. Originations average headcount increased 65% as
compared to 2020, reflecting an increase in loan production levels, and
reflecting the integration of the TCB correspondent lending resources in the
second half of 2021. The offshore-to-total average headcount ratio for
Originations increased from 28% for 2020 to 38% for 2021.

Other operating expenses increased primarily due to a $7.8 million increase in
Origination expense driven by increased origination volumes, a $4.2 million
increase in Technology and communications mostly due to higher software usage
and maintenance expenses to support the growth in originations volumes, a $3.5
million increase in advertising expense as part of Origination business
expansion, and a $2.0 million increase in postage and mailing expenses in
support of increased volumes. Certain other operating expenses are variable, and
as a result, as origination volume increased so did the related expenses.
Examples include credit reports, appraisals, settlement fees, and tax service
fees recorded in origination expenses or certain outsourced services including
surge resources recorded in Professional services.

Other Income (Expense)


Interest income consists primarily of interest earned on newly-originated and
purchased loans prior to sale to investors. Interest expense is incurred to
finance the mortgage loans. We finance originated and purchased forward and
reverse mortgage loans with repurchase and participation agreements, commonly
referred to as warehouse lines. The increases in interest income and interest
expense as compared to 2020 is primarily the result of the increase in the
average held-for-sale loan and warehouse debt balances, due to increased loan
production volumes.

Corporate Items and Other

Corporate Items and Other includes revenues and expenses of corporate support
services, our reinsurance business CRL, inactive entities, and our other
business activities that are currently individually insignificant, revenues and
expenses that are not directly related to other reportable segments, interest
income on short-term investments of cash, gain or loss on repurchases of debt,
interest expense on unallocated corporate debt and foreign currency exchange
gains or losses. Interest expense on direct asset-backed financings are recorded
in the respective Servicing and Originations segments. Interest expense on
corporate debt is allocated to the Servicing segment and the Originations
segment (starting in the fourth quarter of 2021) based on relative financing
requirements.

Corporate support services include finance, facilities, human resources,
internal audit, legal, risk and compliance and technology functions. Certain
expenses incurred by corporate support services are allocated to the Servicing
and Originations segments using various methodologies intended to approximate
the utilization of such services. Various measurements of utilization of
corporate support services are maintained, primarily time studies, personnel
volumes and service consumption levels. In 2019, corporate support services
costs were primarily allocated based on relative segment size. Support service
costs not allocated to the Servicing and Originations segments are retained in
the Corporate Items and Other segment along with certain other costs including
certain litigation and settlement related expenses or recoveries, and other
costs related to operating as a public company. Corporate Items and Other also
includes severance, retention, facility-related and other expenses incurred in
2020 and 2019 related to our re-engineering initiatives and have not been
allocated to other segments.

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CRL, our wholly-owned captive reinsurance subsidiary, provides re-insurance
related to coverage on REO properties owned or serviced by us. CRL assumes a
quota share of REO insurance coverage written by a third-party insurer under a
blanket policy issued to PMC. The underlying REO policy provides coverage for
direct physical loss on commercial and residential properties, subject to
certain limitations. Under the terms of the reinsurance agreement, CRL assumes a
60% quota share of premiums and all related losses incurred by the third-party
insurer, effective March 2021, with a 50% and 40% quota share through February
2021 and May 2020, respectively. The reinsurance agreement expires December 31,
2023, but may be terminated by either party at any time with six months advance
written notice. The agreement will automatically renew for additional one-year
terms unless either party provides 60 days advance written notice prior to
renewal.

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


                                                          Years Ended December 31,                                 % Change
                                                                                                                             2020 vs.
                                                 2021                2020               2019           2021 vs 2020            2019
Revenue
Premiums (CRL)                               $      5.9          $     6.2          $    12.9                  (5) %             (52) %
Other revenue                                       0.3                0.4                0.3                 (28)                55
Total revenue                                       6.2                6.6               13.2                  (6)               (50)

Operating expenses
Compensation and benefits                          88.2               89.6              125.7                  (1)               (29)
Professional services                              40.3               69.4               59.2                 (42)                17

Technology and communications                      22.5               28.9               43.4                 (22)               (34)
Occupancy and equipment                             3.1               11.1               17.4                 (72)               (36)
Servicing and origination                           0.4                1.7                0.7                 (74)               (94)
Other expenses                                      7.3                8.1               11.0                 (10)               (26)
Total operating expenses before corporate
overhead allocations                              161.8              208.7              257.4                 (22)               (19)

Corporate overhead allocations
Servicing segment                                 (47.7)             (61.0)            (197.9)                (22)               (69)
Originations segment                              (20.0)             (18.2)              (6.0)                 10                202
Total operating expenses                           94.1              129.5               53.5                 (27)               142

Other income (expense), net
Interest income                                     0.5                1.9                1.8                 (77)                 9
Interest expense                                  (16.4)              (8.9)              (4.0)                 85                121

Gain (loss) on extinguishment of debt             (15.5)                 -                5.1                    n/m              (100)
Other, net                                          1.2               (4.3)              (4.1)               (129)                 3
Total other (expense) income, net                 (30.2)             (11.2)              (1.3)                170                775

Income (loss) before income taxes            $   (118.1)         $  (134.1)         $   (41.6)                (12)                  222
n/m: not meaningful


Compensation and Benefits

Compensation and benefits expense decreased $1.3 million, or 1%, as compared to
2020 primarily as a result of a $4.2 million decline in salaries and benefit
expense driven by a 7% decrease in average corporate headcount, including a 13%
decrease in average onshore headcount from 308 to 267. In addition, the decline
in compensation and benefits expense is driven by a $2.2 million decrease in
annual incentive compensation and a $1.8 million decline in severance expense.
These lower expenses were largely offset by a $7.9 million increase in
share-based compensation mostly due to an increase in the fair value of
cash-settled share-based awards associated with the increase in our common stock
price during the year.

Professional Services

Professional services expense declined $29.1 million, or 42%, as compared to
2020, primarily due to a $16.9 million decrease in legal expenses and an $11.1
million decline in other professional services expenses. The net decline in
legal expenses is largely due to expenses and provision for litigation
settlement recorded in 2020 related to the CFPB and Florida

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matters. Legal expenses and professional services for 2020 included an $8.0
million recovery of prior expenses from a mortgage insurer and $3.5 million of
COVID-19 related expenses, respectively. Cost reduction initiatives and higher
utilization of professional services in 2020, including strategic vendor
sourcing, cloud migration and consulting, resulted in lower other professional
fees in 2021. Other professional services for 2021 includes $3.2 million of
advisory fees related to the setup of our MSR investment joint venture with
Oaktree, MAV Canopy.

Other Operating Expenses


Technology and communications expense decreased $6.4 million, or 22%, as
compared to 2020, primarily due to a $3.5 million decline in telephone and
telecommunication expense, and a $2.5 million decline in hardware and software
depreciation expense. Cost re-engineering initiatives in 2020 resulted in lower
expenses in 2021 through facility closure and the transition to a more
cost-effective alternative telephone system. In addition, during 2020, we
recognized accelerated depreciation for certain of our hardware and software
assets and incurred additional expenses related to COVID-19.

Occupancy and equipment expense decreased $8.0 million or 72%, as compared to
2020, primarily due to the rationalization of our facilities. In 2020, we
partially abandoned certain leased properties and recognized accelerated
depreciation and exit costs. Depreciation and lease interest expense for 2021
declined $7.9 million as compared to 2020. Occupancy allocations to Servicing
and Originations segments were lower by $4.3 million due to the above mentioned
facility rationalization, partially offset by a $2.7 million decrease in repair,
maintenance and utilities related expenses and a $1.1 million decline in postage
and mailing expenses attributed to COVID-19.

Corporate overhead allocations decreased $11.5 million for 2021 as compared to
2020 largely due to the benefits of cost savings achieved at the corporate
level, most significantly technology expenses, achieved through our cost
re-engineering initiatives in 2020.

Other Income (Expense)


Interest expense of the Corporate segment relates to the remaining corporate
debt unallocated to other segments. Interest expense increased $7.6 million, or
85%, as compared to 2020. The increase is primarily driven by a higher cost of
corporate debt that is mostly due to the senior secured notes issued at a
discount on March 4, 2021 and May 3, 2021.

On March 4, 2021, we recognized a loss on debt extinguishment of $15.5 million
resulting from our early repayment of the SSTL due May 2022 and our early
redemption of our 6.375% PHH senior unsecured notes due August 2021 and our
8.375% PMC senior secured notes due November 2022.


We reported $1.2 million Other income in 2021, as compared to $4.3 million Other
expense in 2020. Loss adjustment expense, related to our CRL business decreased
by $1.8 million due to a decline in the number of covered REO properties and
claims filed during 2021 compared to 2020. In 2020, we recognized a $2.2 million
net loss on the sale of a vacant office facility. In addition, we recorded
foreign currency remeasurement gains of $0.3 million in 2021, as compared to
losses of $1.0 million in 2020, related to our operations in India and the
Philippines.

LIQUIDITY AND CAPITAL RESOURCES

Overview


On March 4, 2021, we successfully completed a comprehensive refinancing of our
corporate debt and a capital contribution to our licensed entity PMC, through
the following transactions:

•We redeemed all of PHH's outstanding 6.375% Senior Notes due August 2021 at a
price of 100% of the $21.5 million principal amount, plus accrued and unpaid
interest, and all of PMC's 8.375% Senior Secured Notes due November 2022 at a
price of 102.094% of the $291.5 million principal amount, plus accrued and
unpaid interest.
•We repaid in full the $185.0 million outstanding principal balance of the SSTL
due May 2022, with a 2% prepayment premium of the outstanding principal balance,
or $3.7 million.
•PMC completed the issuance and sale of $400.0 million aggregate principal
amount of 7.875% senior secured notes due March 15, 2026 (the PMC Senior Secured
Notes).
•Ocwen Financial Corporation, completed the private placement of $199.5 million
aggregate principal amount of senior secured notes due March 4, 2027 (the OFC
Senior Secured Notes) together with the issuance of warrants to certain entities
owned by funds and accounts managed by Oaktree Capital Management, L.P. (the
Oaktree Investors).
•Ocwen Financial Corporation contributed the $175.0 million net proceeds from
the issuance of the OFC Senior Secured Notes to its wholly owned subsidiary,
PHH, and PHH contributed $153.4 million to its wholly owned subsidiary PMC, as
permanent equity, after redeeming PHH's 6.375% Senior Notes disclosed above.

With the completion of the corporate debt refinancing, we have reduced corporate
indebtedness at the PHH and PMC level by approximately $100 million and extended
overall corporate debt maturities by over three years resulting in a better
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alignment of the debt profile with our investments. We now have greater
financial flexibility than with the prior capital structure, and we believe, an
opportunity to negotiate better terms for our future financing needs.


On May 3, 2021, concurrent with the closing of the MAV transaction, we issued to
Oaktree the second tranche of the OFC Senior Secured Notes due March 4, 2027 in
an aggregate principal amount of $85.5 million, together with the issuance of
common shares and additional warrants.

In addition, we have successfully completed at market terms the following during
2021 with respect to our current and anticipated financing needs:


•We increased the total borrowing capacity on our mortgage loan warehouse
facilities by $1.1 billion to support growth in our Originations business. We
reduced our weighted average interest rate on these facilities by 0.72% during
the year.
•We increased the borrowing capacity of our MSR financing facilities by $410.0
million to fund our MSR bulk acquisitions and portfolio growth, and extended the
duration of our debt. We reduced our weighted average interest rate on these
facilities by 1.11% during the year.
•We voluntarily reduced total borrowing capacity on our advance facilities by
$200.0 million as we continue to experience better than expected forbearance
performance. We reduced our weighted average interest rate on these facilities
by 0.42% during the year.

In the normal course of business, we are actively engaged with our lenders and
as a result, have renewed, replaced or extended our debt agreements to the
extent necessary to finance our operations. See Note 14 - Borrowings to the
Consolidated Financial Statements for additional information.


A summary of borrowing capacity under our advance facilities, mortgage warehouse
facilities and MSR financing facilities is as follows at the dates indicated:

                                                             December 31, 2021                                                                       December 31, 2020
                                                           Available Borrowing           Available Borrowing                                       Available Borrowing           Available Borrowing
                                 Total Borrowing           Capacity - Committed        Capacity - Uncommitted           Total Borrowing           

Capacity - Committed Capacity - Uncommitted

                                  Capacity (1)                     (1)                           (1)                     Capacity (1)                      (1)                           (1)
Advance facilities            $               595.0       $                 82.7       $                     -       $               795.0       $                 213.7       $                     -
Mortgage loan warehouse
facilities                                  2,119.3                        240.3                         794.0                     1,037.0                         186.9                         398.4
MSR financing facilities                      785.0                         40.4                          18.3                       375.0                          39.2                          13.0
Total                         $             3,499.3       $                363.4       $                 812.3       $             2,207.0       $                 439.9       $                 411.3
Total Capacity increase
(decrease)                    $             1,292.3       $               (76.5)                                                       59%                         (17)%
Advance facilities            $             (200.0)       $              (131.0)                                                     (25)%                         (61)%
Mortgage loan warehouse
facilities                    $             1,082.3       $                 53.4                                                      104%                           29%
MSR financing facilities      $               410.0       $                  1.2                                                      109%                            3%


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

Our total borrowing capacity increased by approximately $1.3 billion (or 59%) in
2021, mostly driven by a $1.1 billion (104%) increase in our mortgage loan
warehouse capacity to fund the growth in our Originations business. In addition,
we increased the capacity of our MSR financing facilities by $410.0 million to
fund our MSR bulk acquisitions and portfolio growth. The available borrowing
capacity under our advance financing facilities decreased by $131.0 million as
compared to December 31, 2020 due to a $170.0 million voluntary reduction in
total borrowing capacity of the OMART variable funding notes and a $30.0 million
reduction in total borrowing capacity of the OFAF facility, offset in part by a
$69.0 million decrease in outstanding borrowings, consistent with a decrease in
our servicer advances. At December 31, 2021, none of the available borrowing
capacity under our advance financing facilities could be funded based on the
amount of eligible collateral that had been pledged to such facilities. Also,
none of our uncommitted borrowing capacity was available to fund advances at
December 31, 2021 under our Ginnie Mae MSR financing facility based on the
amount of eligible collateral.

We may utilize committed borrowing capacity under our mortgage warehouse
facilities and MSR financing facilities to the extent we have sufficient
eligible collateral to borrow against and otherwise satisfy the applicable
conditions to funding. At December 31, 2021, we had no committed borrowing
capacity under our mortgage loan warehouse facilities, based on the

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amount of eligible collateral. Uncommitted amounts can be advanced at the
discretion of the lender, and there can be no assurance that any uncommitted
amounts will be available to us at any particular time.


At December 31, 2021, our unrestricted cash position was $192.8 million compared
to $284.8 million at December 31, 2020. We typically invest cash in excess of
our immediate operating needs in deposit accounts and other liquid assets.

We strive to optimize our daily cash position to reduce financing costs while
closely monitoring our liquidity needs and ongoing funding requirements. We
regularly monitor and project cash flows over various time horizons as a way to
anticipate and mitigate liquidity risk.

In assessing our liquidity outlook, our primary focus is on available cash on
hand, unused available funding and the following forecast measures:


•Financial projections for ongoing net income, excluding the impact of non-cash
items, and working capital needs including loan repurchases;
•Requirements for amortizing and maturing liabilities;
•The projected change in advances compared to the projected borrowing capacity
to fund such advances under our facilities, including capacity for monthly peak
needs;
•Projected funding requirements for acquisitions of MSRs and other investment
opportunities;
•Funding capacity for whole loans and tail draws under our reverse mortgage
commitments subject to warehouse eligibility requirements;
•Potential payments or recoveries related to legal and regulatory matters,
insurance, taxes and others; and
•Margining requirements associated with our borrowing facilities and hedging
program.

Use of Funds

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


•Payment of operating costs and corporate expenses;
•Payments for advances in excess of collections;
•Investing in our servicing and originations businesses, including MSR, other
asset acquisitions and MAV Canopy equity contribution;
•Originated and repurchased loans, including scheduled and unscheduled equity
draws on reverse mortgage loans;
•Payment of margin calls under our MSR financing facilities and derivative
instruments;
•Repayments of borrowings, including under our MSR financing, advance financing
and warehouse facilities, and payment of interest expense; and
•Net negative working capital and other general corporate cash outflows.

We have originated floating-rate reverse mortgage loans under which the
borrowers have additional borrowing capacity of $1.5 billion at December 31,
2021. This additional borrowing capacity is available on a scheduled or
unscheduled payment basis. During 2021, we funded $226.6 million out of the $2.0
billion borrowing capacity available as of December 31, 2020. We also had
short-term commitments to lend $1.0 billion and $63.3 million in connection with
our forward and reverse mortgage loan IRLCs, respectively, outstanding at
December 31, 2021. As an HMBS issuer, we assume certain obligations related to
each security issued. The most significant obligation is the requirement to
purchase loans out of the Ginnie Mae securitization pools once the outstanding
principal balance of the related HECM is equal to or greater than 98% of the
maximum claim amount (MCA repurchases). See Note 25 - Commitments to the
Consolidated Financial Statements for additional information. We finance
originated and purchased forward and reverse mortgage loans with repurchase and
participation agreements, referred to as warehouse lines.

Regarding the current maturities of our borrowings, as of December 31, 2021, we
have approximately $2.09 billion of debt outstanding that would either come due,
begin amortizing or require partial repayment in the next 12 months. This amount
is comprised of $1.09 billion of borrowings under forward and reverse mortgage
warehouse facilities, $512.3 million of notes under advance financing facilities
that will enter their respective amortization periods, $449.2 million
outstanding under Agency and Ginnie Mae MSR financing facilities maturing in
2022, and $41.7 million of scheduled principal amortization on the PLS Notes
secured by PLS MSRs.

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In our liquidity management, we consider two factors more specifically as a
result of the COVID-19 environment and the volatile interest rate environment:
our increased advancing requirements as servicer during each investor remittance
period, and the uncertainties of daily margin calls on our collateralized debt
facilities and derivative instruments due to interest rate fluctuations. First,
as servicer, we are required to advance to investors the loan P&I installments
not collected from borrowers for those delinquent loans, including those on
forbearance plans. Loan payoffs and prepayments are a source of additional
liquidity and are dependent on the interest rate environment. We also advance
T&I and Corporate advances primarily on properties that are in default or have
been foreclosed. Our obligations to make these advances are governed by
servicing agreements or guides, depending on investors or guarantor. Refer to
Note 25 - Commitments to the Consolidated Financial Statements for further
description of our servicer advance obligations. As subservicer, we are also
required to make P&I, T&I and Corporate advances on behalf of servicers
following the servicing agreements or guides. However, servicers are generally
required to reimburse us within 30 days of our advancing under the terms of the
subservicing agreements, and we are generally reimbursed by NRZ the same day we
fund P&I advances, or within no more than three days for servicing advances and
certain P&I advances under the Ocwen agreements.

Second, we are generally subject to daily margining requirements under the terms
of our MSR financing facilities and daily cash calls for our TBAs, interest rate
swap futures or other derivatives. Declines in fair value of our MSRs due to
declines in market interest rates, assumption updates or other factors require
that we provide additional collateral to our lenders under MSR financing
facilities. Similarly, declines in fair value of our derivative instruments
require that we provide additional collateral to the clearing counterparties.
Our exposure to changes in fair value of our MSRs and the associated liquidity
risk have increased as a result of the GSE MSR bulk acquisitions in June 2021.
Refer to the sensitivity analysis in the Market Risk section of Risk Management
for our quantitative and qualitative disclosures about market risk.

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


•Payment of interest and principal repayment of our corporate debt that matures
in 2026 and 2027;
•Any payments associated with the confirmation of loss contingencies; and
•Any other payments required under contractual obligations discussed above that
extend beyond one year, e.g., lease payments.

We are focused on ensuring that we have sufficient liquidity sources to continue
to operate through the pandemic as well as after. We continuously evaluate
alternative financings to diversify our sources of funds, optimize maturities
and reduce our funding cost. See "Sources of Funds" below.

Sources of Funds

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


•Collections of servicing and subservicing fees and ancillary revenues;
•Collections of advances in excess of new advances;
•Proceeds from match funded advance financing facilities;
•Proceeds from other borrowings, including warehouse facilities and MSR
financing facilities;
•Proceeds from sales and securitizations of originated loans and repurchased
loans; and
•Net positive working capital from changes in other assets and liabilities.

Servicing advances are an important component of our business and represent
amounts that we, as servicer, are required to advance to, or on behalf of, our
servicing clients if we do not receive such amounts from borrowers. Our use of
advance financing facilities is integral to our cash and liquidity management
strategy. Revolving variable funding notes issued by our advance financing
facilities to financial institutions typically have a revolving period of 12
months. Term notes are generally issued to institutional investors with one-,
two- or three-year revolving periods. Additionally, certain of our financing and
subservicing agreements permit us to retain advance collections for a period
ranging from one to two business days before remittance, thus providing a source
of short-term liquidity.

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

We also rely on the secondary mortgage market as a source of consistent
liquidity to support our lending operations. Substantially all of the mortgage
loans that we originate or purchase are sold or securitized in the secondary
mortgage market in the form of residential mortgage backed securities guaranteed
by Fannie Mae or Freddie Mac and, in the case of mortgage
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backed securities guaranteed by Ginnie Mae, are mortgage loans insured or
guaranteed by the FHA, VA or United States Department of Agriculture (USDA).


We regularly evaluate financing structure options that we believe will most
effectively provide the necessary capacity to support our investment plans,
address upcoming debt maturities and accommodate our business needs. We
continuously evaluate the allocation of our capital to MSR investments, the
related returns, funding and liquidity requirements. While our investment in MAV
Canopy exposes us to additional capital contributions, the relationship provides
PMC an additional means to finance MSRs and maintain liquidity while maintaining
servicing volume - See Item 1. Business, Oaktree Relationship for further
details. With the launch of MAV and our relationships with other clients,
additional opportunities to rebalance our servicing and subservicing portfolio
mix are available to us and may result in additional sales of MSRs while we
would perform subservicing for the sold portfolio.

Covenants


Our debt agreements contain various qualitative and quantitative covenants
including financial covenants, covenants to operate in material compliance with
applicable laws and regulations, monitoring and reporting obligations and
restrictions on our ability to engage in various activities, including but not
limited to incurring or guarantying additional debt, paying dividends or making
distributions on or purchasing equity interests of Ocwen and its subsidiaries,
repurchasing or redeeming capital stock or junior capital, repurchasing or
redeeming subordinated debt prior to maturity, issuing preferred stock, selling
or transferring assets or making loans or investments or other restricted
payments, entering into mergers or consolidations or sales of all or
substantially all of the assets of Ocwen and its subsidiaries, creating liens on
assets to secure debt, and entering into transactions with affiliates. These
covenants may limit the manner in which we conduct our business and may limit
our ability to engage in favorable business activities or raise additional
capital to finance future operations or satisfy future liquidity needs. In
addition, breaches or events that may result in a default under our debt
agreements include, among other things, nonpayment of principal or interest,
noncompliance with our covenants, breach of representations, the occurrence of a
material adverse change, insolvency, bankruptcy, certain material judgments and
litigation and changes of control. See Note 14 - Borrowings to the Consolidated
Financial Statements for additional information regarding our covenants. The
most restrictive liquidity requirement under our debt agreements is for a
minimum of $125.0 million in consolidated liquidity, as defined, under certain
of our advance match funded debt and MSR financing facilities agreements. At
December 31, 2021, we held unrestricted cash in excess of this minimum amount.

In addition, our debt agreements generally include cross default provisions such
that a default under one agreement could trigger defaults under other
agreements. If we fail to comply with our debt agreements and are unable to
avoid, remedy or secure a waiver of any resulting default, we may be subject to
adverse action by our lenders, including termination of further funding,
acceleration of outstanding obligations, enforcement of liens against the assets
securing or otherwise supporting our obligations, and other legal remedies, any
of which could have a material adverse effect on our business, financial
condition, liquidity and results of operations. We believe that we are in
compliance with the covenants in our debt agreements as of December 31, 2021.

Credit Ratings


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

                                                   Long-term Corporate
            Rating Agency                                Rating                         Review Status / Outlook                Date of last action
Moody's                                                   Caa1                                  Stable                          February 24, 2021
S&P                                                        B-                                   Stable                          February 24, 2021


On February 24, 2021, concurrent with the launch of the $400.0 million PMC
Senior Secured Notes offering, both Moody's and S&P reaffirmed the corporate
ratings at Caa1 and B-, respectively. In addition, both agencies revised the
outlook of the corporate ratings to Stable from Negative. This change in outlook
was driven by the elimination of the short debt maturity runway and refinancing
risk, which was listed as an area of concern by both Moody's and S&P. On January
24, 2022, S&P affirmed the corporate rating at B-.

On January 24, 2022, S&P raised the assigned rating to the PMC Senior Secured
Notes from 'B-' to 'B' and maintained a stable outlook citing improved
profitability and increase in assets. It is possible that additional actions by
credit rating agencies could have a material adverse impact on our liquidity and
funding position, including materially changing the terms on which we may be
able to borrow money.

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Cash Flows


Our operating cash flow is primarily impacted by operating results, including
Originations gains on loan sales, changes in our servicing advance balances, the
level of mortgage loan production, the timing of sales and securitizations of
mortgage loans, and the margin calls required under our MSR financing facilities
or derivative instruments. We classify purchases of MSRs through flow purchase
agreements, Agency Cash Window and bulk acquisitions as investing activity. MSR
investments represent a key indicator of our ability to generate future income
in our Servicing business, together with originated MSRs. We classify changes in
HECM loans held for investment as investing activity and changes in the related
HMBS borrowings as financing activity.

Our NRZ agreements represent an important component of our liquidity and our
liquidity management, and have a significant impact on our consolidated
statements of cash flows. Because the lump-sum payments we received in
connection with our 2017 Agreements and New RMSR Agreements were recorded as
secured financings, additions to, and reductions in, the balance of those
secured financings were recognized as financing activity in our consolidated
statements of cash flows through April 2020. Excluding the impact of changes to
the secured financings attributed to changes in fair value, changes in the
balance of these secured financings are reflected in cash flows from operating
activities despite having no impact on our consolidated cash balance. Net cash
provided by operating activities for the years ended December 31, 2021 and 2020
includes $- million and $35.1 million, respectively, of such cash flows and they
were offset by corresponding amounts in net cash used in financing activities in
the same periods.

Our cash flows are summarized as follows:


$ in millions                                                        For 

the Year Ended December 31,

                                                                        2021                   2020
Net cash provided by (used in) operating activities              $           (472)         $      261
Net cash provided by (used in) investing activities                        (1,001)               (528)
Net cash provided by (used in) financing activities                         1,380                 132

Net increase (decrease) in cash, cash equivalents and restricted
cash

                                                             $            (93)         $     (135)
Cash, cash equivalents and restricted cash at end of period      $          

263 $ 357

Cash flows for the year ended December 31, 2021


Our operating activities used $472.2 million of cash largely due to the growth
of our new Originations production with net cash paid on loans held for sale of
$623.0 million, partially offset by the $28.9 million of net collections of
servicing advances, mostly P&I advances.

Our investing activities used $1.0 billion of cash. The primary uses of cash in
our investing activities include $831.2 million to purchase MSRs, mostly through
bulk acquisitions, net cash outflows in connection with our HECM reverse
mortgages of $135.1 million, and $27.9 million of capital contributions to our
equity method investee MAV Canopy.

Our financing activities provided $1.4 billion of cash. Cash inflows include
$647.9 million of proceeds from the issuance of the PMC Senior Secured Notes and
the OFC Senior Secured Notes, warrants and common stock to Oaktree and $1.7
billion received in connection with our reverse mortgage securitizations, which
are accounted for as secured financings, largely offset by repayments on the
related financing liability of $1.6 billion, $247.0 million of proceeds from
sale of MSRs accounted for as a financing in connection with sales of MSRs to
MAV, and a $1.1 billion net increase in borrowings under our mortgage warehouse
and MSR financing facilities. Cash outflows include $319.2 million to repay our
6.375% senior unsecured notes and 8.375% senior secured notes, $188.7 million
repayment of the SSTL, $69.0 million of net repayments on advance match funded
liabilities, and $91.2 million of net payments on the financing liabilities
related to MSRs transferred.

Cash flows for the year ended December 31, 2020


Our operating activities provided $261.0 million of cash largely due to $213.3
million of net collections of servicing advances, mostly P&I advances, partially
offset by net cash paid on loans held for sale during the year of $121.5
million.

Our investing activities used $527.9 million of cash. The primary uses of cash
in our investing activities include net cash outflows in connection with our
HECM reverse mortgages of $258.9 million and $273.2 million to purchase MSRs.

Our financing activities provided $131.8 million of cash. Cash inflows include
$1.2 billion received in connection with our reverse mortgage securitizations,
which are accounted for as secured financings, less repayments on the related
financing liability of $935.8 million. In addition, we increased borrowings
under our mortgage loan warehouse facilities and MSR financing facilities by
$119.5 million and $66.9 million, respectively. Cash outflows include repayments
of $141.1 million on the SSTL, $97.8 million of net repayments on advance match
funded liabilities, and $101.8 million of net payments on the
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financing liabilities related to MSRs transferred. In addition, we also paid
$7.7 million of debt issuance costs related to our SSTL facility amendment and
repurchased shares of our common stock for $4.6 million.

RISK MANAGEMENT


Our risk management framework seeks to mitigate risk and appropriately balance
risk and return. We have established policies and procedures intended to
identify, assess, monitor and manage the types of risk to which we are subject,
including strategic, market, credit, liquidity and operational risks.

Our Chief Risk and Compliance Officer is responsible for the design,
implementation and oversight of our global risk management and compliance
programs. Risks unique to our businesses are governed through various management
processes and governance committees to oversee risk and related control
activities across our company and provide a framework for potential issues to be
identified, assessed and remediated under the direction of senior executives
from our business, finance, risk, compliance, internal audit and law
departments, as applicable. Information is aggregated and reports on risk
matters are made to the Board of Directors, its Risk and Compliance Committee or
its other committees, as applicable, to enable the Board of Directors and its
committees to fulfill their governance and oversight responsibilities.

Strategic Risk


We are exposed to risk with respect to the strategic initiatives we need to
undertake in order to return to sustainable growth and profitability. Strategic
risk represents the risk to shareholder or enterprise value, current or future
earnings, capital and liquidity from adverse business decisions and/or improper
implementation of business strategies. Management is responsible for developing
and implementing business strategies that leverage our core competencies and are
appropriately structured, resourced and executed. Oversight for our strategic
actions is provided by the Board of Directors. Our performance, relative to our
business plans and our longer-term strategic plans, is reviewed by management
and the Board of Directors.

To achieve our near-term financial objectives, we believe we need to execute on
the key business initiatives discussed above under "Overview". Our ability to
achieve our objectives is highly dependent on the success of our business
relationships with our critical counterparties like the GSEs, FHFA, Ginnie Mae,
our lenders, regulators, significant customers and our ability to attract new
customers, all of which are impacted by our capability to adequately address the
competitive challenges we face. There can be no assurance that we will be
successful in executing on these initiatives. Further, there can be no assurance
that even if we execute on these initiatives we will be able to return to
profitability. In addition to successful operational execution of our key
initiatives, our success will also depend on market conditions and other factors
outside of our control. If we continue to experience losses, our share price,
business, reputation, financial condition, liquidity and results of operations
could be materially and adversely affected.

Market Risk

See Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Liquidity Risk


We are exposed to liquidity risk through our ongoing needs to: originate,
purchase, repurchase and finance mortgage loans; sell mortgage loans into
secondary markets; retain, acquire and finance MSRs, make and finance advances;
fund and sell additional future draws by borrowers under variable rate HECM
loans; meet our HMBS issuer obligations with respect to MCA repurchases; repay
maturing debt; meet our contractual obligations; and otherwise fund our
operations. Liquidity is an essential component of our ability to operate and
grow our business; therefore, it is crucial that we maintain adequate levels of
excess liquidity to fund our businesses during normal economic cycles and events
of market stress.

We estimate how our liquidity needs may be impacted by a number of factors,
including fluctuations in asset and liability levels due to our business
strategy, asset valuations, changes in cash flows from operations, levels of
interest rates, debt service requirements including contractual amortization and
maturities, and unanticipated events, including legal and regulatory expenses.
We also assess market conditions and capacity for debt issuance in the various
markets that we access to fund our business needs. We have established internal
processes to anticipate future cash needs and continuously monitor the
availability of funds pursuant to our existing debt arrangements. We monitor MSR
asset valuations and communicate closely with our lenders for this asset class
to ensure adequate liquidity is maintained for mark-to-market valuation changes
within MSR financing facilities. We manage this risk in multiple ways, including
but not limited to engaging in MSR hedging activities, and maintaining liquidity
earmarks at levels to support potential changes in MSR fair values.

We regularly evaluate capital structure options that we believe will most
effectively provide the necessary capacity to support our investment objectives,
address upcoming debt maturities and contractual amortization, and accommodate
our business needs. Our objective is to maximize the total investment capacity
through diversification of our funding sources while optimizing cost, advance
rates and terms. Historical losses have significantly eroded our stockholders'
equity and weakened our

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financial condition. To the extent we are not successful in achieving our
near-term objective of returning to sustainable profitability, funding
continuing losses will limit opportunities to grow our business.


In general, we finance our business operations through a variety of activities -
cash on hand, operating cash flow, term borrowings and both committed and
non-committed asset-based lending facilities for our significant MSR, mortgage
warehouse and servicing advance activities. We address liquidity risk by
actively managing our sources and uses of funds and maintaining contingency
funding capacities, including but not limited to undrawn excess borrowing
capacity on credit lines beyond our expected needs and by extending the tenor of
our financing arrangements from time to time. Management closely monitors
growth, and can adjust originations pricing quickly to manage its liquidity
profile as needed. We have typically "upsized" existing warehouse or advance
facilities or entered into new secured facilities in anticipation of our
liquidity needs.

Operational Risk


Operational risk is inherent in each of our business lines and related support
activities. This risk can manifest itself in various ways, including process
execution errors, clerical or technological failures or errors, business
interruptions and frauds, all of which could cause us to incur losses.
Operational risk includes the following key risks:

•legal risk, as we can have legal disputes with borrowers or counterparties;
•compliance risk, as we are subject to many federal and state rules and
regulations;
•third-party risk, as we have many processes that have been outsourced to third
parties;
•information technology risk, as we operate many information systems that depend
on proper functioning of hardware and software;
•information security risk, as our information systems and associates handle
personal financial data of borrowers.

The Board of Directors provides direction to senior executives by setting our
organization's risk appetite, and delegates to our Chief Executive Officer and
senior executives the primary ownership and responsibility for operational risk
management and control. Senior executives in our risk department oversee the
establishment of policies and control frameworks that are designed, executed and
administered to provide a sound and well-controlled operational environment in
accordance with our risk appetite framework. We mandate training for our
employees in respect to these policies, require business line change management
control oversight, and we conduct targeted control assessment/reviews on a
regular basis. Risk issues identified are tracked in our Governance, Risk and
Compliance (GRC) system, Process Unity. Remediation and assurance testing are
also tracked in our GRC system. We also have several channels for employees to
report operational and/or technological issues affecting their operations to
management, the operational risk or compliance teams or the Board.

We seek to embed a culture of compliance and business line responsibility for
managing operational and compliance risks in our enterprise-wide approach toward
risk management. Ocwen has adopted a "Three Lines of Defense" model to enable
risks and controls to be properly managed on an on-going basis. The model
delineates business line management's accountabilities and responsibilities over
risk management and the control environment and includes mechanisms to assess
the effectiveness of executing these responsibilities.

The first line of defense consists of business line management, dedicated
control directors and quality assurance personnel who are accountable and
responsible for their day-to-day activities, processes and controls. The first
line of defense is responsible for ensuring that key risks within their
activities and operations are identified, assessed, mitigated and monitored by
an appropriate control environment that is commensurate with the operations risk
profile.

The second line of defense is independent from the business and comprises a Risk
Management function (including Third-Party Risk and Information Security) and a
Compliance function, which are responsible for:

•providing assurance, oversight, and credible challenge over the effectiveness
of the risk and control activities conducted by the first line;
•establishing frameworks to identify and measure the risks being taken by
different parts of the business;
•monitoring risk levels, through key indicators and oversight/assurance and
testing programs; and
•provide periodic reporting to Senior Management and the Board of Directors for
transparency.

The third line of defense, Internal Audit, provides independent assurance as to
the effectiveness of the design, implementation and embedding of the risk
management frameworks, as well as the management of the risks and controls by
the first line and control oversight by the second line. The Internal Audit
function provides periodic reporting on its activities to Senior Management and
the Board of Directors for transparency.

All business units and overhead functions are subject to unrestricted audits by
our internal audit department. Internal audit is granted unrestricted access to
our records, physical properties, systems, management and employees in order to
perform these audits. The internal audit department reports to the Audit
Committee of the Board and assists the Audit Committee in fulfilling its
governance and oversight responsibility.

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Compliance risk is managed through an enterprise-wide compliance risk management
program designed to monitor, detect and deter compliance issues. Our compliance
and risk management policies assign primary responsibility and accountability
for the management of compliance risk in the lines of business to business line
management.

Information Security Risk oversight is performed by our Chief Information
Security Officer. Ocwen's information security plans are developed to meet or
exceed Federal Financial Institutions Examination Council standards.

Credit Risk

Consumer Credit Risk


The typical obligor credit-related risks inherent in maintaining a mortgage loan
portfolio as an investment tend to impact us less than a typical long-term
investor because we generally sell the mortgage loans that we originate in the
secondary market shortly after origination through GSE and Ginnie Mae guaranteed
securitizations and whole loan transactions. We are exposed to early payment
defaults from the time that we originate a loan to the time that the loan is
sold in the secondary market or shortly thereafter. Early payment defaults are
monitored and loans are audited by our quality assurance teams for origination
defects. Our exposure to early payment defaults remains very limited and we do
not anticipate material losses from this exposure.

Servicing costs are generally higher on higher credit risk loans. In addition,
higher credit risk loans are generally affected to a greater extent by an
economic downturn or a deterioration of the housing market. An increase in
delinquencies and foreclosure rates generally results in increased advances for
delinquent principal and interest, taxes and insurance, foreclosure costs and
the upkeep of vacant property in foreclosure. Interest expense on advances and
higher operating expenses decrease the value of our servicing portfolio. We
track the credit risk profile of our servicing portfolio, including the
recoverability of advances, with a view to ensuring that changes in portfolio
credit risk are identified on a timely basis.

We have loan repurchase and indemnification obligations arising from potential
breaches of the representation and warranty provisions in connection with loans
we sell in the secondary market. In the event of a breach of these
representations and warranties, we may be required to repurchase a mortgage loan
or indemnify the purchaser, and we may bear any subsequent loss on the mortgage
loan.

We endeavor to minimize our losses from loan repurchases and indemnifications by
focusing on originating fully compliant mortgage loans and closely monitoring
investor and agency eligibility requirements for loan sales. Our quality
assurance teams perform independent testing related to the processing and
underwriting of mortgage loans to investor guidelines prior to closing, as well
as after the closing but before the sale of loans, to identify potential
repurchase exposures due to breach of representations and warranties. In
addition, we perform a comprehensive review of the loan files where we receive
investor requests for repurchase and indemnification to establish the validity
of the claims and determine our obligation. In limited circumstances, we may
retain the full risk of loss on loans sold to the extent that the liquidation
value of the asset collateralizing the loan is insufficient to cover the loan
itself and associated servicing expenses. In instances where we have purchased
loans from third parties, we usually have the ability to recover the loss from
the third-party originator.

Counterparty Credit Risk

Counterparty credit risk represents the potential loss that may occur because a
party to a transaction fails to perform according to the terms of the contract.
We regularly evaluate the financial position and creditworthiness of our
counterparties and disperse risk among multiple counterparties to the extent
possible. We manage derivative counterparty credit risk by entering into
financial instrument transactions through national exchanges, primary dealers or
approved counterparties and using mutual margining agreements whenever possible
to limit potential exposure.

NRZ is contractually obligated, pursuant to our agreements with them related to
the Rights to MSRs, to make all advances required in connection with the loans
underlying such MSRs. If NRZ's advance financing facilities do not perform as
envisaged or should NRZ otherwise be unable to meets its advance financing
obligations, we would be required to meet our advance financing obligations with
respect to the loans underlying these Rights to MSRs, which could materially and
adversely affect our liquidity, financial condition and servicing operations.
Due to its concentration in our portfolio, we monitor NRZ's payment performance,
liquidity and capital on a regular basis.

Counterparty credit risk exists with our third-party originators, including our
correspondent lenders, from whom we purchase originated mortgage loans. The
third-party originators make certain representations and warranties to us when
we acquire the mortgage loan from them, and they agree to reimburse us for
losses incurred due to an origination defect. We become exposed to losses for
origination defects if the third-party originator is not able to reimburse us
for losses incurred for indemnification or repurchase. We mitigate this risk by
monitoring purchase levels from our third-party originators (to reduce
concentration risk), by performing regular quality control reviews of the
third-party originators' underwriting standards and by regular reviews of the
creditworthiness of third-party originators.
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Concentration Risk


Our Servicing segment has exposure to concentration risk and client retention
risk. As of December 31, 2021, our servicing portfolio included significant
client relationships with NRZ which represented 21% and 31% of our servicing
portfolio UPB and loan count, respectively. The NRZ servicing portfolio accounts
for approximately 66% of all delinquent loans that Ocwen services. During 2021,
NRZ-related servicing fees retained by Ocwen represented approximately 19% of
the total servicing and subservicing fees earned by Ocwen, net of servicing fees
remitted to NRZ (excluding ancillary income). The current terms of our
agreements with NRZ extend through July 2022 (legacy Ocwen agreements).

On February 20, 2020, we received a notice of termination from NRZ with respect
to the PMC servicing agreement. This termination was for convenience and not for
cause, and provided for loan deboarding fees to be paid by NRZ. As the sale
accounting criteria were met upon the notice of termination, the MSRs and the
Rights to MSRs were derecognized from our balance sheet on February 20, 2020
without any gain or loss on derecognition. We serviced these loans until
deboarding in October 2020 representing $34.2 billion of UPB, and accounted for
them as a subservicing relationship. Accordingly, we recognized subservicing
fees associated with the subservicing agreement subsequent to February 20, 2020
and have not reported any servicing fees collected on behalf of, and remitted to
NRZ, any change in fair value, runoff and settlement in financing liability
thereafter. On September 1, 2020, 133,718 loans representing $18.2 billion of
UPB were deboarded and the remaining 136,500 loans representing $16.0 billion of
UPB were deboarded on October 1, 2020.

Currently, subject to proper notice (generally180 days) and the payment of
termination fees, NRZ has rights to terminate the legacy Ocwen agreements for
convenience. Following the initial term ending July 2022, NRZ may extend the
term of the Subservicing Agreements and Servicing Addendum for additional
three-month periods by providing proper notice.

In the ordinary course, we regularly share information with NRZ and discuss
various aspects of our relationship. At times, we discuss modifications to our
relationship that we believe could be to our mutual benefit as our respective
businesses evolve over time. We also discuss alternatives to the outcomes
contemplated under our agreements when they were originally executed as facts
and circumstances change over time. Examples of these discussions include our
discussions with respect to the Rights to MSRs. As part of these discussions, we
discussed several potential changes to existing contracts. It is possible that
NRZ could exercise its rights to terminate for convenience or not renew some or
all of the legacy Ocwen servicing agreements.

Given the NRZ concentration in our servicing segment, senior management has been
monitoring two main risks associated with our NRZ relationship, in addition to
its strategic component. First, management has been monitoring the profitability
of the NRZ servicing agreements. As performing loans in the NRZ servicing
portfolio have run-off, delinquencies have remained high, resulting in a
relatively elevated average cost per loan. Because the NRZ portfolio contains a
high percentage of delinquent accounts, it has an inherently high level of
potential operational and compliance risk and requires a disproportionately high
level of operating staff, oversight support infrastructure and overhead which
drives the elevated average cost per loan. We actively pursue cost
re-engineering initiatives to continue to reduce our cost-to-service and our
corporate overhead, as well as pursue actions to grow our non-NRZ servicing
portfolio.

Second, because NRZ has rights to terminate for convenience subject to certain
conditions, senior management has been monitoring our risks associated with a
potential early termination or non-renewal of some or all of the Ocwen legacy
agreements with NRZ. Management developed stress scenarios to assess the
operational and financial impact of such termination scenarios, and the
necessary mitigating actions. Management's responses to the different scenarios
are all based on the appropriate right-sizing or restructuring of our operations
and include, but are not limited to the adequate reduction of direct servicing
resources, the closure of certain facilities in different locations to
rationalize property utilization, the appropriate planning of loan deboarding,
and the potential reduction in corporate support functions without impairing our
ability to effectively operate in a controlled environment.

It is possible that the unwinding of all or a significant portion of our
relationship with NRZ may not occur in an orderly or timely manner, which could
be disruptive and could result in us incurring additional costs or even in
disagreements with NRZ relating to our respective rights and obligations.
Furthermore, if NRZ were to take actions to limit or terminate our relationship,
that could impact perceptions of other servicing clients, lenders, GSEs or
others, which could cause them to take actions that materially and adversely
impact our business, liquidity, results of operations and financial condition.

Market conditions, including interest rates and future economic projections,
could impact investor demand to hold MSRs, which may result in our loss of
additional subservicing relationships, or significantly decrease the number of
loans under such relationships.

The mortgaged properties securing the residential loans that we service are
geographically dispersed throughout all 50 states, the District of Columbia and
two U.S. territories. The five largest concentrations of properties are located
in California, Texas, Florida, New York and New Jersey, comprising 42% of the
number of loans serviced at December 31, 2021. California has the largest
concentration with 16% of the total loans serviced.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES


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

Fair Value Measurements


We use fair value measurements to record fair value adjustments to certain
instruments in our statement of operations and to determine fair value
disclosures. Refer to Note 3 - Fair Value to the Consolidated Financial
Statements for the fair value hierarchy, descriptions of valuation methodologies
used to measure significant assets and liabilities at fair value and details of
the valuation models, key inputs to those models, significant assumptions
utilized, and sensitivity analyses. We follow the fair value hierarchy to
prioritize the inputs utilized to measure fair value and classify instruments as
Level 3 when the valuation technique requires significant unobservable inputs or
assumptions. We review and modify, as necessary, our fair value hierarchy
classifications on a quarterly basis. The determination of the fair value of
these Level 3 financial assets and liabilities and MSRs requires significant
management judgment and estimation. See the Market Risk sections of Item
7A.Quantitative and Qualitative Disclosures About Market Risk for a sensitivity
analysis reflecting the estimated change in the fair value of our MSRs, HECM
loans held for investment and loans held for sale carried at fair value as well
as any related derivatives at December 31, 2021, given hypothetical
instantaneous parallel shifts in the yield curve. The following table summarizes
assets and liabilities measured at fair value on a recurring and nonrecurring
basis and the amounts measured using Level 3 inputs:

                                                               December 31,
                                                           2021             2020
      Loans held for sale                              $    928.5       $   387.8
      Loans held for investment - Reverse mortgages       7,199.8         6,997.1
      MSRs                                                2,250.1         1,294.8
      Other                                                  29.8            35.2
      Assets at fair value                             $ 10,408.2       $ 8,715.0
      As a percentage of total assets                          86  %       

82 %

Assets at fair value using Level 3 inputs $ 9,707.8 $ 8,376.8

      As a percentage of assets at fair value                  93  %       
   96  %

      HMBS-related borrowings                             6,885.0         6,772.7
      Pledged MSR liabilities                               797.1           567.0
      Other                                                  11.0            14.4
      Liabilities at fair value                        $  7,693.1       $

7,354.1

      As a percentage of total liabilities                     66  %       

72 %

Liabilities at fair value using Level 3 inputs $ 7,688.9 $ 7,349.4

      As a percentage of liabilities at fair value            100  %       

100 %



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

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Valuation of Reverse Mortgage Loans Held for Investment


Reverse mortgage loans are insured by the FHA and transferred into Ginnie Mae
guaranteed securities (or HMBS) that we sell into the secondary market. Loan
transfers in these Ginnie Mae securitizations do not qualify for sale accounting
and are recorded as secured borrowings. We record both loans held for investment
and the corresponding HMBS borrowings at fair value. Our net exposure to reverse
mortgages and the HMBS-related borrowings is limited to the residual value we
retain, including future draw commitments. Changes in the fair value of the
loans held for investment are largely offset by changes in the value of the
related secured financing. As of December 31, 2021, we reported $6.98 billion
securitized loans held for investment at fair value and $6.89 billion
HMBS-related borrowings at fair value, with a residual, net asset value of $94.1
million. In 2021, we recorded a net $2.3 million loss on change in fair value of
securitized loans held for investment and HMBS-related borrowings reported in
Reverse mortgage revenue, net in our Servicing segment.

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

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

The following table provides the range and weighted average of significant
unobservable assumptions used (expressed as a percentage of UPB) by class
projected for the five-year period beginning December 31, 2021:

                                                           December 31,
       Significant unobservable assumptions         2021                 2020
       Life in years
       Range                                         1.0 to 8.2           0.9 to 8.0
       Weighted average                                  5.7                

5.9

Conditional prepayment rate (1)

       Range                                    11.2 % to 36.6%       10.6% to 28.8%
       Weighted average                                 16.0  %              15.4  %
       Discount rate                                     2.6  %               1.9  %

(1)Includes voluntary and involuntary prepayments.

Valuation of MSRs and Pledged MSR Liabilities


We originate MSRs from our lending activities and acquire MSRs through flow
purchase agreements, Agency Cash Window programs, bulk purchases, asset
acquisitions or business combinations. We account for MSRs and pledged MSR
liabilities at fair value. As of December 31, 2021, we reported a $2.3 billion
fair value of MSRs. In 2021, we recognized a $149.5 million fair value gain on
the revaluation of our MSRs.

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

To assist in the determination of fair value, we engage third-party valuation
experts who generally utilize: (a) transactions involving instruments with
similar collateral and risk profiles, adjusted as necessary based on specific
characteristics of the asset or liability being valued; and/or (b)
industry-standard modeling, such as a discounted cash flow model and a
prepayment model, in arriving at their estimate of fair value. The prices
provided by the valuation experts reflect their observations and assumptions
related to market activity, incorporating available industry survey results, and
including risk premiums and liquidity adjustments. While the models and related
assumptions used by the valuation experts are proprietary to them, we

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understand the methodologies and assumptions used to develop the prices based on
our ongoing due diligence, which includes regular discussions with the valuation
experts, and we perform additional verification and analytical procedures. We
evaluate the reasonableness of our third-party experts' assumptions using
historical experience adjusted for prevailing market conditions and benchmarks
with third-party expert valuation and market participant surveys. We believe
that our procedures provide reasonable assurance that the fair value used in our
consolidated financial statements comply with the accounting guidance for fair
value measurements and disclosures and reflect the assumptions that a market
participant would use.

The following table provides the range and weighted average of significant
unobservable assumptions used (expressed as a percentage of UPB) by class
projected for the five-year period beginning December 31, 2021:

                                Conventional       Government-Insured        Non-Agency
Prepayment speed
Range                           6.0% to 12.5%        7.2% to 16.5%         11.7% to 14.5%
Weighted average                    9.0%                 11.5%                 12.5%
Delinquency
Range                           0.6% to 1.3%         6.0% to 13.7%         9.9% to 20.0%
Weighted average                    0.8%                  7.7%                 14.1%
Cost to service (in dollars)
Range                            $68 to $69           $96 to $125           $193 to $235
Weighted average                     $68                  $106                  $214
Discount rate                       8.3%                 10.1%                 11.2%

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


•Increases in prepayment speeds generally reduce the value of our MSRs as the
underlying loans prepay faster which causes accelerated MSR portfolio runoff,
higher compensating interest payments and lower overall servicing fees,
partially offset by a lower overall cost of servicing, increased float earnings
on higher float balances and lower interest expense on lower servicing advance
balances.
•Increases in delinquencies generally reduce the value of our MSRs as the cost
of servicing increases during the delinquency period, and the amounts of
servicing advances and related interest expense also increase.
•Increases in the discount rate reduce the value of our MSRs due to the lower
overall net present value of the net cash flows.
•Increases in interest rate assumptions will increase interest expense for
financing servicing advances although this effect is partially offset because
rate increases will also increase the amount of float earnings that we
recognize.

Allowance for Losses on Servicing Advances and Receivables


Advances are generally fully reimbursed under the terms of servicing agreements.
However, servicing advances may include claimable (with investors) but
non-recoverable expenses, for example due to servicer error, such as lack of
reasonable documentation as to the type and amount of advances. We record an
allowance for losses on servicing advances to the extent we believe that a
portion of advances are uncollectible under the provisions of each servicing
contract taking into consideration, among other factors, our historical
collection rates, probability of default, cure or modification, length of
delinquency and the amount of the advance. We continually assess collectability
using proprietary cash flow projection models that incorporate a number of
different factors, depending on the characteristics of the mortgage loan or
pool, including, for example, the probable loan liquidation path, estimated time
to a foreclosure sale, estimated costs of foreclosure action, estimated future
property tax payments and the estimated value of the underlying property net of
estimated carrying costs, commissions and closing costs. At December 31, 2021,
the allowance for losses on servicing advances was $7.0 million, which
represented 1% of total servicing advances. In 2021, we recorded an $8.1 million
provision expense for losses on servicing advances.

We record an allowance for losses on receivables in our Servicing business,
including related to defaulted FHA or VA insured loans repurchased from Ginnie
Mae guaranteed securitizations. This allowance is based upon continuing
assessments of collectability, historical loss experience, current conditions
and reasonable and supportable forecasts. At December 31, 2021, the allowance
for losses on receivables related to government-insured claims was $41.5
million, which represented 32% of total government-insured claims receivables.
In 2021, we recorded a $14.4 million provision expense on receivables related to
government-insured claims.

Determining an allowance for losses involves management judgment and assumptions
that, given similar information at any given point, may result in a different
but reasonable estimate.

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Income Taxes


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

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

For the three-year periods ended December 31, 2021 and 2020, the U.S. and USVI
filing jurisdictions were in material cumulative loss positions. We recognize
that cumulative losses in recent years is an objective form of negative evidence
in assessing the need for a valuation allowance and that such negative evidence
is difficult to overcome. Other factors considered in these evaluations are
estimates of future taxable income, future reversals of temporary differences,
tax character and the impact of tax planning strategies that may be implemented,
if warranted.

As a result of these evaluations, we recognized a full valuation allowance of
$175.4 million and $182.7 million on our U.S. deferred tax assets at
December 31, 2021 and 2020, respectively, and a full valuation allowance of $0.4
million on our USVI deferred tax assets at both December 31, 2021 and 2020. The
U.S. and USVI jurisdictional deferred tax assets are not considered to be more
likely than not realizable based on all available positive and negative
evidence. We intend to continue maintaining a full valuation allowance on our
deferred tax assets in both the U.S. and USVI until there is sufficient evidence
to support the reversal of all or some portion of these allowances. Release of
the valuation allowance would result in the recognition of certain deferred tax
assets and a decrease to income tax expense for the period in which the release
is recorded. However, the exact timing and amount of the valuation allowance
release are subject to change based on the profitability that we achieve.

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

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

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

Indemnification Obligations


We have exposure to representation, warranty and indemnification obligations
because of our lending, sales and securitization activities, our acquisitions to
the extent we assume one or more of these obligations, and in connection with
our servicing practices. We initially recognize these obligations at fair value.
Thereafter, the estimation of the liability considers probable future
obligations based on industry data of loans of similar type segregated by year
of origination, to the extent applicable, and estimated loss severity based on
current loss rates for similar loans, our historical rescission rates and the
current pipeline of unresolved demands. Our historical loss severity considers
the historical loss experience that we incur upon sale or liquidation of a
repurchased loan as well as current market conditions. We monitor the adequacy
of the overall liability and make adjustments, as necessary, after consideration
of other qualitative factors including ongoing dialogue and experience with our
counterparties. As of December 31, 2021, we have recorded a liability for
representation and warranty obligations and

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similar indemnification obligations of $49.4 million. In 2021, we recorded a
$3.2 million provision expense for indemnification. See Note 26 - Contingencies
for additional information.

Litigation

In the ordinary course of business, we are a defendant in, or a party or
potential party to, many threatened and pending litigation matters. We monitor
our litigation matters, including advice from external legal counsel, and
regularly perform assessments of these matters for potential loss accrual and
disclosure. We establish liabilities for settlements, judgments on appeal and
filed and/or threatened claims for which we believe it is probable that a loss
has been or will be incurred and the amount can be reasonably estimated based on
current information regarding these matters. Where we determine that a loss is
not probable but is reasonably possible or where a loss in excess of the amount
accrued is reasonably possible, we disclose an estimate of the amount of the
loss or range of possible losses for the claim if a reasonable estimate can be
made, unless the amount of such reasonably possible loss is not material to our
financial position, results of operations or cash flows. Management's assessment
involves the use of estimates, assumptions, and judgments, including progress of
the matter, prior experience, available defenses, and the advice of legal
counsel and other experts. Accruals are adjusted as more information becomes
available or when an event occurs requiring a change. In 2021, we recorded a
$9.4 million provision expense for loss contingencies. Our total accrual for
probable and estimable legal and regulatory matters, including accrued legal
fees, was $44.0 million at December 31, 2021. It is possible that we will incur
losses relating to threatened and pending litigation that materially exceed the
amount accrued. We cannot currently estimate the amount, if any, of reasonably
possible losses above amounts that have been recorded at December 31, 2021.

RECENT ACCOUNTING DEVELOPMENTS

Recent Accounting Pronouncements


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

Our adoption of the standards listed below on January 1, 2021 did not have a
material impact on our consolidated financial statements:


•Investments-Equity Securities (ASC Topic 321), Investments-Equity Method and
Joint Ventures (ASC Topic 323), and Derivatives and Hedging (ASC Topic 815) (ASU
2020-01)

•Debt-Debt with Conversion and Other Options and Derivatives and
Hedging-Contracts in Entity's Own Equity-Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity (ASU 2020-06)

•Income Taxes: Simplifying the Accounting for Income Taxes (ASU 2019-12)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates


Our principal market risk exposure is the impact of interest rate changes on our
mortgage-related assets and commitments, including MSRs, loans held for sale,
loans held for investment, interest rate lock commitments (IRLCs) and other
derivative instruments. In addition, changes in interest rates could materially
and adversely affect the amount of escrow and float income, the volume of
mortgage loan originations or result in MSR fair value changes. We also have
exposure to the effects of changes in interest rates on our floating-rate
borrowings, including MSR and advance financing facilities.

Our management-level Market Risk Committee establishes and maintains policies
that govern our risk appetite and associated hedging programs, including such
factors as market volatility, duration and interest rate sensitivity measures,
limits, targeted hedge ratios, the hedge instruments that we are permitted to
use in our hedging activities and the counterparties with whom we are permitted
to enter into hedging transactions and our liquidity risk profile. See Note 17 -
Derivative Financial Instruments and Hedging Activities to the Consolidated
Financial Statements for additional information regarding our use of
derivatives.

Our market risk exposure may also be affected by the replacement of LIBOR, which
is expected to be fully phased out and completely replaced by June 30, 2023. The
LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR
should be entered into after December 31, 2021 and that beginning January 1,
2022, renewals of existing contracts should provide for the replacement of U.S.
dollar LIBOR with an alternative reference rate. Many of our debt facilities
incorporate LIBOR. These facilities either matured prior to the end of 2021 or
have terms in place that provide for an alternative to LIBOR upon its phase-out.
As we renew or replace these debt facilities, we are working with our
counterparties to incorporate alternative benchmarks.

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MSR Hedging Strategy

MSRs are carried at fair value with changes in fair value being recorded in
earnings in the period in which the changes occur. The fair value of MSRs is
subject to changes in market interest rates and prepayment speeds.


Effective May 2021, management started hedging its MSR portfolio and its
pipeline separately (see below for further description of pipeline hedging),
effectively ending the macro hedge strategy previously in place. Under the new
MSR hedging strategy, the interest-rate sensitive MSR portfolio exposure is now
defined as follows:

•Agency MSR portfolio,
•expected Agency MSR bulk transactions subject to letters of intent (LOI),
•less the Agency MSRs subject to our sale agreements with NRZ and MAV (See
Note 8 - MSR Transfers Not Qualifying for Sale Accounting),
•less the asset value for securitized HECM loans, net of the corresponding
HMBS-related borrowings (Reverse).

Our MSR policy's objective is to provide partial hedge coverage of interest-rate
sensitive MSR portfolio exposure, considering market and liquidity conditions.
The hedge coverage ratio defined as the ratio of hedge and asset rate
sensitivity (referred to as DV01) at the time of measurement is subject to lower
and upper thresholds, as modeled, of 40% and 60%, respectively. Accordingly, the
changes in fair value of our hedging instruments may not fully offset the
changes in fair value of our net MSR portfolio exposure attributable to interest
rate changes. We periodically evaluate the 40-60% coverage ratio to determine if
it warrants adjustment based on market conditions and the symmetry of interest
rate risk exposure and liquidity impacts of the hedge and asset profile under
shock scenarios. In addition, while DV01 measures remain within the range of our
hedging strategy's objective, actual changes in fair value of the derivatives
and MSR portfolio may not offset to the same extent, due to non-parallel changes
in the interest rate curve and the basis risk inherent in the MSR profile and
hedging instruments. We continuously evaluate the use of hedging instruments to
strive to enhance the effectiveness of our interest rate hedging strategy.

Effective October 2021, we refined the scope of the hedge policy to allow for
MSRs subject to LOI to be covered under a separate hedge coverage ratio
requirement sufficient to preserve the economics of the intended transactions.


The following table illustrates the interest rate sensitivity of our MSR
portfolio exposure and associated hedges at December 31, 2021. Hypothetical
change in values of the MSR and hedges are presented under a set instantaneous
+/- 25 basis point parallel move in rates. Refer to the description below under
Sensitivity Analysis for more details. Changes in fair value cannot be
extrapolated because the relationship to the change in fair value may not be
linear. The amounts based on market risk sensitive measures are hypothetical and
presented for illustrative purposes only.
                                                                         Hypothetical           Hypothetical
                                                                        change in fair         change in fair
                                                                       value due to 25        value due to 25
                                                Fair value at              bps rate               bps rate
                                              December 31, 2021          decrease (2)           increase (2)
Agency MSRs - interest rate sensitive
(excluding NRZ and MAV)                       $      1,307.90          $    

(68.3) $ 66.0


Asset value of securitized HECM loans, net of
HMBS-related borrowing                                   94.1                    3.4                   (3.5)
MSR hedging derivative instruments                        1.2                   28.8                  (28.4)
Total hedge position                                                            32.2                  (31.9)
Hypothetical hedge coverage ratio (1)                                             47  %                  48  %

Hypothetical residual exposure to changes in
interest rates                                                         $    

(36.1) $ 34.1



(1)The hypothetical hedge coverage ratio above is calculated as the change in
fair value of the total hedge position divided by the change in value of the
Agency MSR position.
(2)The baseline for the hypothetical change in fair value is based on a 10-year
Treasury Rate of 1.25% at December 31, 2021.

Our derivative instruments include forward trades of MBS or Agency TBAs with
different banking counterparties and exchange-traded interest rate swap futures
and interest rate options. These derivative instruments are not designated as
accounting hedges. TBAs, or To-Be-Announced securities are actively traded,
forward contracts to purchase or sell Agency MBS on a specific future date. From
time-to-time, we enter into exchange-traded options contracts with purchased put
options financed by written call options. We report changes in fair value of
these derivative instruments in MSR valuation adjustments, net in our
consolidated statements of operations, within the Servicing segment. We may,
from time to time, establish inter-segment derivative instruments between the
MSR and pipeline hedging strategies to optimize the use of third party
derivatives. Such inter-segment derivatives are eliminated in our consolidated
financial statements.

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The derivative instruments are subject to margin requirements, posted as either
initial or variation margin. Ocwen may be required to post or may be entitled to
receive cash collateral with its counterparties through margin calls, based on
daily value changes of the instruments. Changes in market factors, including
interest rates, and our credit rating may require us to post additional cash
collateral and could have a material adverse impact on our financial condition
and liquidity.

Loans Held for Investment and HMBS-related Borrowings


The fair value of our HECM loan portfolio generally decreases as market interest
rates rise and increases as market rates fall. As our HECM loan portfolio is
predominantly comprised of ARMs, higher interest rates cause the loan balance to
accrue and reach a 98% maximum claim amount liquidation event more quickly, with
lower interest rates extending the timeline to liquidation.

The fair value of our HECM loan portfolio net of the fair value of the
HMBS-related borrowings comprise the fair value of reverse mortgage loans and
tails that are unsecuritized at the balance sheet date (reverse pipeline) and
the fair value of securitized HECM loans net of the corresponding HMBS-related
borrowings that represent the reverse mortgage economic MSR (HMSR) for risk
management purposes. The HMSR acts as a partial hedge for our forward MSR value
sensitivity. This HMSR exposure is used as an offset to our forward MSR exposure
and managed as part of our MSR hedging strategy described above.

Pipeline Hedging Strategy - Loans Held for Sale and IRLCs


In our Originations business, we are exposed to interest rate risk and related
price risk during the period from the date of the interest rate lock commitment
through (i) the lock commitment cancellation or expiration date or (ii) through
the date of sale of the resulting loan into the secondary mortgage market. Loan
commitments for forward loans generally range from 5 to 90 days, with the
majority of our commitments to borrowers for 60 days and our commitments to
correspondent sellers for 7 days. Loans held for sale are generally funded and
sold within 5 to 20 days. This interest rate exposure was not individually
hedged until May 2021, but rather used as an offset to our MSR exposure and
managed as part of our MSR macro-hedging strategy described above. Effective May
2021, we implemented a new pipeline hedging strategy, whereby the interest rate
exposure of loans held for sale and IRLCs is economically hedged with derivative
instruments, including forward sales of Agency TBAs. The pipeline hedging
strategy's objective is to provide hedge coverage of locks and loans within
certain tolerance levels. The net daily market risk position of net pull-though
adjusted locks and loans held for sale, less the offsetting hedges of the
forward and reverse pipelines, is monitored daily and its daily limit is the
greater of +/- 15% or +/- $15 million. During the fourth quarter 2021, the daily
limit was revised to +/-7.5% or +/- $7.5 million. We report changes in fair
value of these derivative instruments in gain on loans held for sale in our
consolidated statements of operations, within the Originations segment. We may,
from time to time, establish inter-segment derivative instruments between the
MSR and pipeline hedging strategies to optimize the use of third party
derivatives. Such inter-segment derivatives are eliminated in our consolidated
financial statements. Reverse pipeline is hedged under the same principles as
described below, for unsecuritized loans held for investment.

Advance Match Funded Liabilities


We monitor the effect of increases in interest rates on the interest paid on our
variable-rate advance financing debt. Earnings on cash and float balances are a
partial offset to our exposure to changes in interest expense. We purchase
interest rate caps as economic hedges (not designated as a hedge for accounting
purposes) when required by our advance financing arrangements.

Sensitivity Analysis

Fair Value MSRs, Loans Held for Sale, Loans Held for Investment and Related
Derivatives


The following table summarizes the estimated change in the fair value of our
MSRs, HECM loans held for investment and loans held for sale that we have
elected to carry at fair value as well as any related derivatives at
December 31, 2021, given hypothetical instantaneous parallel shifts in the yield
curve. We used December 31, 2021 market rates to perform the sensitivity
analysis. The estimates are based on the interest rate risk sensitive portfolios
described in the preceding paragraphs and assume instantaneous, parallel shifts
in interest rate yield curves. These sensitivities are hypothetical and
presented for illustrative purposes only. Changes in fair value based on
variations in assumptions generally cannot be extrapolated because the
relationship to the change in fair value may not be linear.
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Change in Fair Value

                                                                    Down 25 bps           Up 25 bps

Asset value of securitized HECM loans, net of HMBS-related
borrowing

                                                         $        3.4          $      (3.5)
Loans held for investment - Unsecuritized HECM loans and tails            0.04                (0.04)
Loans held for sale                                                       15.8                (19.1)
Derivative instruments                                                    12.1                 (9.7)
Total MSRs - Agency and non-Agency (1)                                   (68.4)                66.1
Interest rate lock commitments (2)                                        (1.6)                 1.3
Total, net                                                        $      (38.7)         $      35.1


(1)Primarily reflects the impact of market interest rate changes on projected
prepayments on the Agency MSR portfolio and on advance funding costs on the
non-Agency MSR portfolio carried at fair value. Fair value adjustments to our
MSRs are offset, in part, by fair value adjustments related to the NRZ and MAV
financing liabilities, which are recorded in Pledged MSR liability expense.
(2)Forward mortgage loans only.

The increase in our net sensitivity as of December 31, 2021 as compared to
December 31, 2020 (from approximately $15 million to $35 - $39 million for a 25
basis point parallel shift in the yield curve) is primarily due to the growth of
our Servicing and Originations businesses, with the significant increase in the
size of our Agency MSR portfolio through bulk acquisitions and the increase in
our pipeline, as our hedging strategy objectives and coverage ratio remained
broadly similar.

Borrowings

The majority of the debt used to finance much of our operations is exposed to
interest rate fluctuations. We may purchase interest rate swaps and interest
rate caps to minimize future interest rate exposure from increases in interest
rates, or when required by the financing agreements.

Based on December 31, 2021 balances, if interest rates were to increase by 1% on
our variable rate debt and interest earning cash and float balances, we estimate
a net positive impact of approximately $9.8 million resulting from an increase
of $22.6 million in annual interest income and an increase of $12.8 million in
annual interest expense.

Foreign Currency Exchange Rate Risk


Our operations in India and the Philippines expose us to foreign currency
exchange rate risk to the extent that our foreign exchange positions remain
unhedged. Depending on the magnitude and risk of our positions we may enter into
forward exchange contracts to hedge against the effect of changes in the value
of the India Rupee or Philippine Peso.

Home Prices


Inactive reverse mortgage loans for which the maximum claim amount has not been
met are generally foreclosed upon on behalf of Ginnie Mae with the REO remaining
in the related HMBS until liquidation. Inactive MCA repurchased loans are
generally foreclosed upon and liquidated by the HMBS issuer. Although active and
inactive reverse mortgage loans are insured by FHA, we may incur expenses and
losses in the process of repurchasing and liquidating these loans that are not
reimbursable by FHA in accordance with program guidelines. In addition, in
certain circumstances, we may be subject to real estate price risk to the extent
we are unable to liquidate REO within the FHA program guidelines. As our reverse
mortgage portfolio seasons, and the volume of MCA repurchases increases, our
exposure to this risk will increase.

Interest Rate Sensitive Financial Instruments


The tables below present the notional amounts of our financial instruments that
are sensitive to changes in interest rates categorized by expected maturity and
the related fair value of these instruments at December 31, 2021 and 2020. We
use certain assumptions to estimate the expected maturity and fair value of
these instruments. We base expected maturities upon contractual maturity and
projected repayments and prepayments of principal based on our historical
experience. The actual maturities of these instruments could vary substantially
if future prepayments differ from our historical experience. Average interest
rates are based on the contractual terms of the instrument and, in the case of
variable rate instruments, reflect estimates of applicable forward rates. The
averages presented represent weighted averages.




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Expected Maturity Date at December 31, 2021

                                           2022              2023             2024              2025              2026           Thereafter         Total Balance           Fair Value (1)
Rate-Sensitive Assets:
Interest-earning cash                  $   136.7          $     -          

$ - $ - $ - $ - $

     136.7          $         136.7
Average interest rate                       0.27  %             -  %             -  %               -  %             -  %               -  %                0.27  %
Loans held for sale, at fair value         917.5                -                -                  -                -                  -                  917.5                    917.5
Average interest rate                       3.59  %             -  %             -  %               -  %             -  %               -  %                3.59  %
Loans held for sale, at lower of cost
or fair value (2)                            6.1              0.4                -                                   -                4.5                   11.0                     11.0
Average interest rate                       4.19  %          5.51  %             -  %               -  %             -  %            3.59  %                3.98  %
Loans held for investment                  414.3            628.4            899.7            1,152.8            761.6            3,342.9                7,199.8                  7,199.8
Average interest rate                       3.13  %          3.23  %          3.23  %            2.96  %          2.93  %            2.74  %                2.78  %
Debt service accounts and
interest-earning time deposits              10.0              0.1                -                  -              0.1                0.5                   10.6                     10.6
Average interest rate                       0.03  %          4.00  %             -  %               -  %          4.00  %            5.40  %                0.30  %
Total rate-sensitive assets            $ 1,484.5          $ 628.9          $ 899.7          $ 1,152.8          $ 761.7          $ 3,347.9          $     8,275.5          $       8,275.5
Percent of total                           17.94  %          7.60  %         10.87  %           13.93  %          9.20  %           40.46  %            

100.00 %


Rate-Sensitive Liabilities (3):
Match funded liabilities               $   512.3          $     -          $     -          $       -          $     -          $       -          $       512.3          $         512.0
Average interest rate                       1.54  %             -  %             -  %               -  %             -  %               -  %                1.54  %
Senior notes (4)                               -                -                -                  -            400.0              285.0                  685.0                    674.9
Average interest rate                          -  %             -  %             -  %               -  %          7.88  %           12.00  %                9.59  %
Mortgage loan warehouse facilities       1,085.1                -                -                  -                -                  -                1,085.1                  1,085.1
Average interest rate                       2.60  %             -  %             -  %               -  %             -  %               -  %                2.60  %
MSR financing facilities (4)               490.9             94.2                -                  -            277.1               39.5                  901.7                    873.8
Average interest rate                       3.94  %          2.69  %             -  %               -  %          2.69  %               -  %                4.55  %
Total rate-sensitive liabilities       $ 2,088.3          $  94.2          $     -          $       -          $ 677.1          $   324.5          $     3,184.1          $       3,145.8
Percent of total                           65.59  %          2.96  %             -  %               -  %         21.27  %           10.19  %              100.00  %


                                                      Expected Maturity

Date at December 31, 2021 (Notional Amounts)

                                                                                                                                                  Total               Fair
                                         2022               2023            2024            2025            2026           There- after          Balance            Value (1)
Rate-Sensitive Derivative
Financial Instruments:
Derivative assets (liabilities)

Forward MBS trades                       175.0                 -               -               -               -                  -            $   175.0          $      0.4
Average coupon                            2.07    %            -  %            -  %            -  %            -  %               -    %            2.07  %
TBA / Forward MBS Trades                 550.0                 -               -               -               -                  -                550.0                (0.3)
Average coupon                            2.00    %            -  %            -  %            -  %            -  %               -    %            2.00  %
Derivatives futures                      792.5                 -               -               -               -                  -                792.5                 1.7
Average coupon                            1.53    %            -  %            -  %            -  %            -  %               -    %            1.53  %
IRLCs                                  1,085.3                 -               -               -               -                  -              1,085.3                18.1
Average coupon                            2.40    %            -  %            -  %            -  %            -  %               -    %            2.40  %
TBA forward Pipeline trades            1,232.0                 -               -               -               -                  -              1,232.0                   -
Average coupon                            2.44    %            -  %            -  %            -  %            -  %               -    %            2.44  %
Option contracts                         575.0                 -               -               -               -                  -                575.0                (0.3)
Average coupon                               -    %            -  %            -  %            -  %            -  %               -    %               -  %
Total derivatives, net             $   4,409.8            $    -          $    -          $    -          $    -          $       -            $ 4,409.8          $     19.7
Forward LIBOR curve (5)                   0.45    %         1.22  %         1.46  %         1.52  %         1.52  %            1.64    %



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Expected Maturity Date at December 31, 2020

                                            2021              2022             2023              2024               2025            There- after          Total Balance           Fair Value (1)
Rate-Sensitive Assets:
Interest-earning cash                   $   261.5          $     -          $     -          $       -          $       -          $          -          $       261.5          $         261.5
Average interest rate                        0.30  %             -  %             -  %               -  %               -  %                  -  %                0.30  %
Loans held for sale, at fair value          366.4                -                -                  -                  -                     -                  366.4                    366.4
Average interest rate                        3.33  %             -  %             -  %               -  %               -  %                  -  %                3.33  %
Loans held for sale, at lower of cost
or fair value (2)                             0.2                -              0.5                  -                  -                  20.8                   21.5                     21.5
Average interest rate                        5.00  %             -  %          5.51  %               -  %               -  %               4.21  %                4.42  %
Loans held for investment                   396.4            385.9            729.0            1,550.2            1,392.1               2,543.5                6,997.1                  6,997.1
Average interest rate                        3.26  %          3.46  %          3.64  %            3.52  %            3.53  %               3.44  %                4.82  %
Debt service accounts and
interest-earning time deposits               20.5              0.3                -                  -                  -                     -                   20.8                     20.8
Average interest rate                        0.09  %          5.55  %             -  %               -  %               -  %                  -  %                0.17  %
Total rate-sensitive assets             $ 1,045.0          $ 386.2          

$ 729.5 $ 1,550.2 $ 1,392.1 $ 2,564.3

 $     7,667.3          $       7,667.3
Percent of total                            13.63  %          5.04  %          9.51  %           20.22  %           18.16  %              33.44  %              100.00  %

Rate-Sensitive Liabilities (3):
Match funded liabilities                $   106.3          $ 475.0          $     -          $       -          $       -          $          -          $       581.3          $         582.0
Average interest rate                        4.10  %          1.49  %             -  %               -  %               -  %                  -  %                1.96  %
Senior notes (4)                             21.5            291.5                -                  -                  -                     -                  313.1                    320.9
Average interest rate                        6.38  %          8.38  %             -  %               -  %               -  %                  -  %                8.24  %
Mortgage loan warehouse facilities          451.7                -                -                  -                  -                     -          $       451.7                    451.7
Average interest rate                        3.30  %             -  %             -  %               -  %               -  %                  -  %                3.30  %
MSR financing facilities (4)                349.4             41.7                -                  -                  -                  47.5                  438.6                    406.9
Average interest rate                        4.79  %          5.07  %             -  %               -  %               -  %                  -  %                4.82  %
Senior secured term loan (4)                 20.0            165.0                -                  -                  -                     -                  185.0                    184.6
Average interest rate                        7.00  %          7.00  %             -  %               -  %               -  %                  -  %                7.00  %
Total rate-sensitive liabilities        $   949.0          $ 973.2          $     -          $       -          $       -          $       47.5          $     1,969.6          $       1,946.1
Percent of total                            48.18  %         49.41  %             -  %               -  %               -  %               2.41  %              100.00  %


                                                     Expected Maturity Date

at December 31, 2020 (Notional Amounts)

                                                                                                                                               Total              Fair
                                        2021              2022            2023            2024            2025           There- after         Balance           Value (1)
Rate-Sensitive Derivative
Financial Instruments:
Derivative assets (liabilities)

Forward MBS trades                      50.0                 -               -               -               -                  -               50.0          $     (0.1)
Average coupon                          2.40    %            -  %            -  %            -  %            -  %               -    %          2.40  %
TBA / Forward MBS Trades               400.0                 -               -               -               -                  -              400.0                (4.6)
Average coupon                          2.22    %            -  %            -  %            -  %            -  %               -    %          2.22  %
Derivatives futures                    593.5                 -               -               -               -                  -              593.5                 0.5
Average coupon                          0.75    %            -  %            -  %            -  %            -  %               -    %          0.75  %
IRLCs                                  631.4                 -               -               -               -                  -              631.4                22.7
Average coupon                          2.89    %            -  %            -  %            -  %            -  %               -    %          2.89  %
Total derivatives, net             $   1,675            $    -          $    -          $    -          $    -          $       -            $ 1,675          $       19

Forward LIBOR curve (5)                 0.14    %         0.13  %         0.20  %         0.36  %         0.60  %            0.86    %


(1)See Note 3 - Fair Value to the Consolidated Financial Statements for
additional fair value information on financial instruments.
(2)Net of valuation allowances and including non-performing loans.
(3)Excludes financing liabilities that result from sales of assets that do not
qualify as sales for accounting purposes and, therefore, are accounted for as
secured financings, which have no contractual maturity and are amortized over
the life of the related assets.
(4)Amounts are exclusive of any related discount or unamortized debt issuance
costs.
(5)Average 1-Month LIBOR for the periods indicated.


                                       95

--------------------------------------------------------------------------------

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KINSALE CAPITAL GROUP, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations

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