PennyMac Mortgage Investment Trust - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34416

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

Maryland		27-0186273
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3043 Townsgate Road, Westlake Village, California		91361
(Address of principal executive offices)		(Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol (s)	Name of Each Exchange on Which Registered
8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 Par Value	PMT/PA	New York Stock Exchange
8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 Par Value 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 Par Value	PMT/PB PMT/PC	New York Stock Exchange New York Stock Exchange
Common Shares of Beneficial Interest, $0.01 Par Value	PMT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class		Outstanding at August 2, 2022
Common Shares of Beneficial Interest, $0.01 par value		90,571,022

PENNYMAC MORTGAGE INVESTMENT TRUST

FORM 10-Q

June 30, 2022

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements		1
PART I. FINANCIAL INFORMATION		4
Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	6
	Consolidated Statements of Changes in Shareholders’ Equity	7
	Consolidated Statements of Cash Flows	9
	Notes to Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
	Our Company	61
	Results of Operations	64
	Net Investment Income	66
	Expenses	77
	Balance Sheet Analysis	79
	Asset Acquisitions	79
	Investment Portfolio Composition	80
	Cash Flows	83
	Liquidity and Capital Resources	83
	Off-Balance Sheet Arrangements and Aggregate Contractual Obligations	86
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	88
PART II. OTHER INFORMATION		89
Item 1.	Legal Proceedings	89
Item 1A.	Risk Factors	89
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3.	Defaults Upon Senior Securities	89
Item 4.	Mine Safety Disclosures	89
Item 5.	Other Information	89
Item 6.	Exhibits	90

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “continue,” “plan” or other similar words or expressions.

Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Examples of forward-looking statements include the following:

•

projections of our revenues, income, earnings per share, capital structure or other financial items;

•

descriptions of our plans or objectives for future operations, products or services;

•

forecasts of our future economic performance, interest rates, profit margins and our share of future markets; and

•

descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of generating any revenues.

Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.

You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this Report and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 25, 2022.

Factors that could cause actual results to differ materially from historical results or those anticipated include, but are not limited to:

•

changes in interest rates;

•

our exposure to risks of loss and disruptions in operations resulting from adverse weather conditions, man-made or natural disasters, climate change and pandemics such as the COVID-19 pandemic;

•

the impact to our CRT arrangements and agreements of increased borrower requests for forbearance under the Coronavirus Aid, Relief and Economic Security Act;

•

changes in our investment objectives or investment or operational strategies, including any new lines of business or new products and services that may subject us to additional risks;

•

the degree and nature of our competition;

•

volatility in our industry, the debt or equity markets, the general economy or the real estate finance and real estate markets specifically, whether the result of market events or otherwise;

•

events or circumstances which undermine confidence in the financial and housing markets or otherwise have a broad impact on financial and housing markets, such as the sudden instability or collapse of large depository institutions or other significant corporations, terrorist attacks, natural or man-made disasters, or threatened or actual armed conflicts;

•

changes in general business, economic, market, employment and domestic and international political conditions, or in consumer confidence and spending habits from those expected;

•

declines in real estate or significant changes in U.S. housing prices or activity in the U.S. housing market;

•

the availability of, and level of competition for, attractive risk-adjusted investment opportunities in loans and mortgage-related assets that satisfy our investment objectives;

•

the inherent difficulty in winning bids to acquire loans, and our success in doing so;

•

the concentration of credit risks to which we are exposed;

•

our dependence on our manager and servicer, potential conflicts of interest with such entities and their affiliates, and the performance of such entities;

•

changes in personnel and lack of availability of qualified personnel at our manager, servicer or their affiliates;

•

the availability, terms and deployment of short-term and long-term capital;

•

the adequacy of our cash reserves and working capital;

•

our substantial amount of debt;

•

our ability to maintain the desired relationship between our financing and the interest rates and maturities of our assets;

•

the timing and amount of cash flows, if any, from our investments;

•

unanticipated increases or volatility in financing and other costs, including a rise in interest rates;

•

the performance, financial condition and liquidity of borrowers;

•

the ability of our servicer, which also provides us with fulfillment services, to approve and monitor correspondent sellers and underwrite loans to investor standards;

•

incomplete or inaccurate information or documentation provided by customers or counterparties, or adverse changes in the financial condition of our customers and counterparties;

•

our indemnification and repurchase obligations in connection with loans we purchase and later sell or securitize;

•

the quality and enforceability of the collateral documentation evidencing our ownership and rights in the assets in which we invest;

•

increased rates of delinquency, default and/or decreased recovery rates on our investments;

•

the performance of loans underlying mortgage-backed securities in which we retain credit risk;

•

our ability to foreclose on our investments in a timely manner or at all;

•

the degree to which our hedging strategies may or may not protect us from interest rate volatility;

•

the effect of the accuracy of or changes in the estimates we make about uncertainties, contingencies and asset and liability valuations when measuring and reporting upon our financial condition and results of operations;

•

our ability to maintain appropriate internal control over financial reporting;

•

technology failures, cybersecurity risks and incidents, and our ability to mitigate cybersecurity risks and cyber intrusions;

•

our ability to obtain and/or maintain licenses and other approvals in those jurisdictions where required to conduct our business;

•

our ability to detect misconduct and fraud;

•

our ability to comply with various federal, state and local laws and regulations that govern our business;

•

developments in the secondary markets for our loan products;

•

legislative and regulatory changes that impact the loan industry or housing market;

•

changes in regulations that impact the business, operations or governance of mortgage lenders and/or publicly-traded companies or such changes that increase the cost of doing business with such entities;

•

the Consumer Financial Protection Bureau and its issued and future rules and the enforcement thereof;

•

changes in government support of homeownership;

•

our ability to effectively identify, manage and hedge our credit, interest rate, prepayment, liquidity, and climate risks;

•

changes in government or government-sponsored home affordability programs;

•

limitations imposed on our business and our ability to satisfy complex rules for us to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and qualify for an exclusion from the Investment Company Act of 1940 and the ability of certain of our subsidiaries to qualify as REITs or as taxable REIT subsidiaries for U.S. federal income tax purposes, as applicable, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;

•

changes in governmental regulations, accounting treatment, tax rates and similar matters (including changes to laws governing the taxation of REITs, or the exclusions from registration as an investment company);

•

our ability to make distributions to our shareholders in the future;

•

our failure to deal appropriately with issues that may give rise to reputational risk; and

•

our organizational structure and certain requirements in our charter documents.

Other factors that could also cause results to differ from our expectations may not be described in this Report or any other document. Each of these factors could by itself, or together with one or more other factors, adversely affect our business, results of operations and/or financial condition.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
	2022			2021
	(in thousands, except share information)
ASSETS
Cash	$	332,009		$	58,983
Short-term investments at fair value		88,818			167,999
Mortgage-backed securities at fair value pledged to creditors		3,853,076			2,666,768
Loans acquired for sale at fair value ($1,741,309 and $4,059,479 pledged to creditors, respectively)		1,793,665			4,171,025
Loans at fair value ($1,650,866 and $1,564,924 pledged to creditors, respectively)		1,654,483			1,568,726
Derivative assets ($324 and $19,627 pledged to creditors, respectively)		17,372			34,238
Deposits securing credit risk transfer arrangements pledged to creditors		1,430,759			1,704,911
Mortgage servicing rights at fair value ($3,652,763 and $2,863,544 pledged to creditors, respectively)		3,695,609			2,892,855
Servicing advances ($41,771 and $93,455 pledged to creditors, respectively)		90,716			204,951
Due from PennyMac Financial Services, Inc.		3,582			15,953
Other ($5,815 and $7,293 pledged to creditors, respectively)		257,190			286,299
Total assets	$	13,217,279		$	13,772,708
LIABILITIES
Assets sold under agreements to repurchase	$	5,646,402		$	6,671,890
Mortgage loan participation purchase and sale agreement		79,269			49,988
Notes payable secured by credit risk transfer and mortgage servicing assets		2,741,750			2,471,961
Exchangeable senior notes		544,803			502,459
Asset-backed financings at fair value		1,548,636			1,469,999
Interest-only security payable at fair value		19,485			10,593
Derivative and credit risk transfer strip liabilities at fair value		278,499			42,206
Accounts payable and accrued liabilities		123,459			96,156
Due to PennyMac Financial Services, Inc.		43,234			40,091
Income taxes payable		81,661			9,598
Liability for losses under representations and warranties		39,441			40,249
Total liabilities		11,146,639			11,405,190

Commitments and contingencies ─ Note 17

SHAREHOLDERS’ EQUITY
Preferred shares of beneficial interest, $0.01 par value per share, authorized 100,000,000 shares, issued and outstanding 22,400,000, liquidation preference $560,000,000		541,482			541,482
Common shares of beneficial interest—authorized, 500,000,000 common shares of $0.01 par value; issued and outstanding, 91,081,067 and 94,897,255 common shares, respectively		911			949
Additional paid-in capital		1,972,849			2,081,757
Accumulated deficit		(444,602	)		(256,670	)
Total shareholders’ equity		2,070,640			2,367,518
Total liabilities and shareholders’ equity	$	13,217,279		$	13,772,708

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Assets and liabilities of consolidated variable interest entities (“VIEs”) included in total assets and liabilities (the assets of each VIE can only be used to settle liabilities of that VIE):

	June 30,		December 31,
	2022		2021
	(in thousands)
ASSETS
Loans at fair value	$	1,650,504	$	1,564,565
Derivative assets at fair value		324		19,627
Deposits securing credit risk transfer arrangements		1,430,759		1,704,911
Other‒interest receivable		4,501		3,701
	$	3,086,088	$	3,292,804
LIABILITIES
Asset-backed financings at fair value	$	1,548,636	$	1,469,999
Derivative and credit risk transfer strip liabilities at fair value		141,168		27,500
Interest-only security payable at fair value		19,485		10,593
Accounts payable and accrued liabilities‒interest payable		4,501		3,701
	$	1,713,790	$	1,511,793

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands, except per common share amounts)
Net investment income
Net loan servicing fees:
From nonaffiliates
Contractually specified	$	151,149		$	124,019		$	298,034		$	240,306
Other		7,179			24,902			16,293			41,147
		158,328			148,921			314,327			281,453
Change in fair value of mortgage servicing rights		133,779			(299,498	)		437,500			(21,216	)
Mortgage servicing rights hedging results		(78,118	)		94,116			(241,920	)		(280,287	)
		213,989			(56,461	)		509,907			(20,050	)
From PennyMac Financial Services, Inc.		3,324			11,549			11,584			25,183
		217,313			(44,912	)		521,491			5,133
Net (losses) gains on investments and financings:
From nonaffiliates		(230,650	)		128,405			(459,745	)		209,945
From PennyMac Financial Services, Inc.		—			—			—			1,651
		(230,650	)		128,405			(459,745	)		211,596
Net gains on loans acquired for sale:
From nonaffiliates		6,608			26,096			9,265			77,370
From PennyMac Financial Services, Inc.		1,063			1,630			2,359			3,368
		7,671			27,726			11,624			80,738
Loan origination fees		14,428			45,714			29,202			98,616
Interest income:
From nonaffiliates		90,698			43,686			141,761			79,995
From PennyMac Financial Services, Inc.		—			—			—			1,280
		90,698			43,686			141,761			81,275
Interest expense:
To nonaffiliates		78,150			79,202			141,664			155,123
To PennyMac Financial Services, Inc.		—			—			—			387
		78,150			79,202			141,664			155,510
Net interest income (expense)		12,548			(35,516	)		97			(74,235	)
Results of real estate acquired in settlement of loans		(1	)		(25	)		229			812
Other		191			174			441			303
Net investment income		21,500			121,566			103,339			322,963
Expenses
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees		20,335			20,015			41,423			39,108
Loan fulfillment fees		20,646			54,020			37,400			114,855
Management fees		7,910			11,913			16,027			20,362
Loan origination		2,782			7,986			5,624			17,294
Professional services		1,252			1,897			5,277			4,121
Loan collection and liquidation		1,251			3,975			4,428			7,832
Safekeeping		1,021			2,592			3,416			4,533
Compensation		1,549			1,328			2,986			3,513
Other		4,622			4,043			8,568			6,520
Total expenses		61,368			107,769			125,149			218,138
(Loss) income before provision for (benefit from) income taxes		(39,868	)		13,797			(21,810	)		104,825
Provision for (benefit from) income taxes		30,866			(24,295	)		68,053			(4,870	)
Net (loss) income		(70,734	)		38,092			(89,863	)		109,695
Dividends on preferred shares		10,455			6,235			20,909			12,469
Net (loss) income attributable to common shareholders	$	(81,189	)	$	31,857		$	(110,772	)	$	97,226
(Loss) earnings per common share
Basic	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99
Diluted	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99
Weighted average common shares outstanding
Basic		91,963			97,927			93,048			97,910
Diluted		91,963			98,034			93,048			98,123

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

	Quarter ended June 30, 2022
	Preferred shares				Common shares
	Number				Number						Additional
	of				of			Par			paid-in			Accumulated
	shares		Amount		shares			value			capital			deficit			Total
	(in thousands, except per share amounts)
Balance at March 31, 2022		22,400	$	541,482		93,007		$	930		$	2,000,107		$	(320,581	)	$	2,221,938
Net loss		—		—		—			—			—			(70,734	)		(70,734	)
Share-based compensation		—		—		1			—			1,141			—			1,141
Dividends:
Preferred shares		—		—		—			—			—			(10,455	)		(10,455	)
Common shares ($0.47 per share)		—		—		—			—			—			(42,832	)		(42,832	)
Repurchase of common shares		—		—		(1,927	)		(19	)		(28,399	)		—			(28,418	)
Balance at June 30, 2022		22,400	$	541,482		91,081		$	911		$	1,972,849		$	(444,602	)	$	2,070,640

	Quarter ended June 30, 2021
	Preferred shares				Common shares
	Number				Number						Additional
	of				of			Par			paid-in			Accumulated
	shares		Amount		shares			value			capital			deficit			Total
	(in thousands, except per share amounts)
Balance at March 31, 2021		12,400	$	299,707		97,938		$	979		$	2,137,933		$	(81,476	)	$	2,357,143
Net income		—		—		—			—			—			38,092			38,092
Share-based compensation		—		—		—			—			1,010			—			1,010
Dividends:
Preferred shares		—		—		—			—			—			(6,236	)		(6,236	)
Common shares ($0.47 per share)		—		—		—			—			—			(46,098	)		(46,098	)
Repurchase of common shares		—		—		(27	)		—			(521	)		—			(521	)
Balance at June 30, 2021		12,400	$	299,707		97,911		$	979		$	2,138,422		$	(95,718	)	$	2,343,390

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

	Six months ended June 30, 2022
	Preferred shares				Common shares
	Number				Number						Additional
	of				of			Par			paid-in			Accumulated
	shares		Amount		shares			value			capital			deficit			Total
	(in thousands, except per share amounts)
Balance at December 31, 2021		22,400	$	541,482		94,897		$	949		$	2,081,757		$	(256,670	)	$	2,367,518
Cumulative effect of adoption of ASU 2020-06		—		—		—			—			(50,347	)		9,394			(40,953	)
Balance at January 1, 2022		22,400		541,482		94,897			949			2,031,410			(247,276	)		2,326,565
Net loss		—		—		—			—			—			(89,863	)		(89,863	)
Share-based compensation		—		—		85			1			1,648			—			1,649
Dividends:
Preferred shares		—		—		—			—			—			(20,909	)		(20,909	)
Common shares ($0.94 per share)		—		—		—			—			—			(86,554	)		(86,554	)
Repurchase of common shares		—		—		(3,901	)		(39	)		(60,209	)		—			(60,248	)
Balance at June 30, 2022		22,400	$	541,482		91,081		$	911		$	1,972,849		$	(444,602	)	$	2,070,640

	Six months ended June 30, 2021
	Preferred shares				Common shares
	Number				Number						Additional
	of				of			Par			paid-in			Accumulated
	shares		Amount		shares			value			capital			deficit			Total
	(in thousands, except per share amounts)
Balance at December 31, 2020		12,400	$	299,707		97,863		$	979		$	2,096,907		$	(100,734	)	$	2,296,859
Net income		—		—		—			—			—			109,695			109,695
Share-based compensation		—		—		75			—			2,050			—			2,050
Recognition of cash conversion option included in issuance of Exchangeable senior notes		—		—		—			—			39,986			—			39,986
Dividends:
Preferred shares		—		—		—			—			—			(12,472	)		(12,472	)
Common shares ($0.94 per share)		—		—		—			—			—			(92,207	)		(92,207	)
Repurchase of common shares						(27	)					(521	)					(521	)
Balance at June 30, 2021		12,400	$	299,707		97,911		$	979		$	2,138,422		$	(95,718	)	$	2,343,390

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30,
	2022			2021
	(in thousands)
Cash flows from operating activities
Net (loss) income	$	(89,863	)	$	109,695
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Change in fair value of mortgage servicing rights		(437,500	)		21,216
Mortgage servicing rights hedging results		241,920			280,287
Net losses (gains) on investments and financings		459,745			(211,596	)
Net gains on loans acquired for sale at fair value		(11,624	)		(80,738	)
Capitalization of interest and fees on loans at fair value		—			(198	)
Accrual of interest on excess servicing spread purchased from PennyMac Financial Services, Inc.		—			(1,280	)
Accrual of unearned discounts and amortization of purchase premiums on mortgage-backed securities, loans at fair value, and asset-backed financings		(11,586	)		3,533
Amortization of debt issuance costs		8,115			15,318
Results of real estate acquired in settlement of loans		(229	)		(812	)
Share-based compensation expense		2,171			2,748
Purchase of loans acquired for sale at fair value from nonaffiliates		(44,299,395	)		(101,637,247	)
Purchase of loans acquired for sale at fair value from PennyMac Financial Services, Inc.		(298,862	)		—
Sale to nonaffiliates and repayment of loans acquired for sale at fair value		22,212,604			63,500,106
Sale of loans acquired for sale at fair value to PennyMac Financial Services, Inc.		23,982,890			35,474,697
Repurchase of loans subject to representation and warranties		(52,024	)		(30,277	)
Decrease in servicing advances		114,235			9,883
Decrease (increase) in due from PennyMac Financial Services, Inc.		12,371			(11,007	)
Increase in other assets		(259,857	)		(316,713	)
Increase in accounts payable and accrued liabilities		29,234			36,032
Increase (decrease) in due to PennyMac Financial Services, Inc.		3,143			(25,122	)
Increase (decrease) in income taxes payable		72,063			(6,947	)
Net cash provided by (used in) operating activities		1,677,551			(2,868,422	)
Cash flows from investing activities
Net decrease in short-term investments		79,181			82,405
Purchase of mortgage-backed securities at fair value		(2,760,876	)		(1,682,849	)
Sale and repayment of mortgage-backed securities at fair value		1,218,797			1,540,636
Repayment of loans at fair value		100,489			53,430
Repayment of excess servicing spread receivable from PennyMac Financial Services, Inc.		—			134,624
Net settlement of derivative financial instruments		3,164			(2,722	)
Distribution from credit risk transfer arrangements		338,351			659,315
Sale of real estate acquired in settlement of loans		3,864			14,806
Decrease in margin deposits		231,924			191,039
Net cash (used in) provided by investing activities		(785,106	)		990,684

The accompanying notes are an integral part of these consolidated financial statements.

Statements continued on the next page

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30,
	2022			2021
	(in thousands)
Cash flows from financing activities
Sale of assets under agreements to repurchase		61,398,613			107,453,375
Repurchase of assets sold under agreements to repurchase		(62,425,170	)		(106,573,769	)
Issuance of mortgage loan participation purchase and sale agreements		2,044,026			2,201,634
Repayment of mortgage loan participation purchase and sale agreements		(2,014,626	)		(2,190,448	)
Issuance of notes payable secured by credit risk transfer and mortgage servicing assets		578,475			1,822,127
Repayment of notes payable secured by credit risk transfer and mortgage servicing assets		(309,260	)		(912,804	)
Issuance of exchangeable senior notes		—			345,000
Issuance of asset-backed financings at fair value		382,423			—
Repayment of asset-backed financings at fair value		(98,535	)		(51,207	)
Repurchase of assets sold to PennyMac Financial Services, Inc. under agreement to repurchase		—			(80,862	)
Payment of debt issuance costs		(5,200	)		(18,503	)
Payment of dividends to preferred shareholders		(20,909	)		(12,472	)
Payment of dividends to common shareholders		(88,486	)		(92,202	)
Payment of vested share-based compensation tax withholdings		(522	)		(698	)
Repurchase of common shares		(60,248	)		(521	)
Net cash (used in) provided by financing activities		(619,419	)		1,888,650
Net increase in cash		273,026			10,912
Cash at beginning of period		58,983			57,704
Cash at end of period	$	332,009		$	68,616
Supplemental cash flow information
(Refunds) payments, net:
Income taxes	$	(4,010	)	$	2,076
Interest	$	135,511		$	159,731
Non-cash investing activities:
Receipt of mortgage servicing rights as proceeds from sales of loans acquired for sale at fair value	$	365,254		$	820,634
Receipt of excess servicing spread pursuant to recapture agreement with PennyMac Financial Services, Inc.	$	—		$	557
Recognition of loans at fair value resulting from initial consolidation of variable interest entity	$	405,908		$	249,995
Recombination of MSRs to loans at fair value resulting from initial consolidation of variable interest entity	$	—		$	3,281
Retention of subordinate mortgage-backed security in loan securitization	$	23,485		$	—
Non-cash financing activities:
Recognition of asset-backed financing resulting from initial consolidation of variable interest entity	$	382,423		$	240,383
Dividends declared, not paid	$	42,832		$	46,098

The accompanying notes are an integral part of these consolidated financial statements.

PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1—Organization

PennyMac Mortgage Investment Trust (“PMT” or the “Company”) is a specialty finance company, which, through its subsidiaries (all of which are wholly-owned), invests primarily in residential mortgage-related assets. The Company operates in four segments: credit sensitive strategies, interest rate sensitive strategies, correspondent production, and corporate:

•

The credit sensitive strategies segment represents the Company’s investments in credit risk transfer (“CRT”) arrangements, including CRT agreements (“CRT Agreements”) and CRT securities (together, “CRT arrangements”), subordinate mortgage-backed securities (“MBS”), distressed loans and real estate.

•

The interest rate sensitive strategies segment represents the Company’s investments in mortgage servicing rights (“MSRs”), excess servicing spread (“ESS”) purchased from PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company, Agency and senior non-Agency MBS and the related interest rate hedging activities.

•

The correspondent production segment represents the Company’s operations aimed at serving as an intermediary between lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality loans either directly or in the form of MBS, using the services of PNMAC Capital Management, LLC (“PCM” or the “Manager”) and PennyMac Loan Services, LLC (“PLS”), both indirect controlled subsidiaries of PFSI.

The Company primarily sells the loans it acquires through its correspondent production activities to government-sponsored entities such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or to PLS for sale into securitizations guaranteed by the Government National Mortgage Association (“Ginnie Mae”). Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”

•

The corporate segment includes management fees, corporate expense amounts and certain interest income.

The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.

The Company believes that it qualifies, and has elected to be taxed, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended. To maintain its tax status as a REIT, the Company is required to distribute at least 90% of its taxable income in the form of qualifying distributions to shareholders.

Note 2—Basis of Presentation and Accounting Change

Basis of Presentation

The Company’s consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information and with the Securities and Exchange Commission’s instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these consolidated financial statements and notes do not include all of the information required by GAAP for complete financial statements. This interim consolidated information should be read together with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

These unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations that may be anticipated for the full year. Intercompany accounts and transactions have been eliminated.

Preparation of financial statements in compliance with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.

The Company held no restricted cash during the periods presented. Therefore, the consolidated statements of cash flows do not include references to restricted cash.

Accounting Change

Effective January 1, 2022, the Company adopted FASB Accounting Standards Update 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in ASC subtopic 470-20, Debt – Debt with Conversion and Other Options for convertible instruments.

As a result of the adoption of ASU 2020-06, the Company reclassified approximately $50.3 million of issuance discount originally recognized in the issuance of Exchangeable senior notes from Additional paid-in capital to the carrying value of the Exchangeable senior notes and $9.4 million of previously recognized accrual of the issuance discount, as an adjustment to the Accumulated deficit effective January 1, 2022. The adoption of ASU 2020-06 reduced Interest expense by approximately $1.8 million and $3.5 million for the quarter and six months ended June 30, 2022, respectively, as the result of the reclassification of the issuance discount.

Note 3—Concentration of Risks

As discussed in Note 1 – Organization above, PMT’s operations and investing activities are centered in residential mortgage-related assets, including CRT arrangements, MBS and MSRs. CRT arrangements and subordinate MBS are more sensitive to borrower credit performance than other mortgage-related investments such as traditional loans and Agency MBS. MSRs are sensitive to changes in prepayment rate activity and expectations.

Credit Risk

Note 6 – Variable Interest Entities details the Company’s investments in CRT arrangements whereby the Company sells pools of recently-originated loans into Fannie Mae-guaranteed securitizations while either:

•

through May 2018, entering into CRT Agreements, whereby it retains a portion of the credit risk underlying such loans as part of the retention of an interest-only (“IO”) ownership interest in such loans and an obligation to absorb scheduled credit losses arising from such loans reaching a specific number of days delinquent; or

•

from June 2018 through 2020, entering into firm commitments to purchase and purchasing CRT securities and, upon purchase of such securities, holding CRT strips representing an IO ownership interest that absorbs realized credit losses arising from loans in the reference pools backing the CRT securities. The obligation to absorb the losses for both CRT Agreements and CRT securities represent the Company’s recourse obligations included in the arrangements (“Recourse Obligations”).

The Company also invests in subordinate MBS which are among the first beneficial interests in the related securitizations to absorb credit losses on the underlying loans.

The Company’s retention of credit risk through its investment in CRT arrangements and subordinate MBS subjects it to risks associated with delinquency and foreclosure similar to the risks of loss associated with owning the underlying loans, which is greater than the risk of loss associated with selling such loans without the retention of such credit risk in the case of CRT arrangements and investing in senior mortgage pass through securities in the case of subordinate MBS.

CRT Agreements are structured such that loans that reach a specific number of days delinquent (including loans in forbearance which also includes those subject to the forbearance provided in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)) trigger losses chargeable to the CRT Agreements based on the size of the loan and a contractual schedule of loss severity. Therefore, the risks associated with delinquency and foreclosure may in some instances be greater than the risks associated with owning the related loans because the structure of the CRT Agreements provides that the Company may be required to absorb losses in the event of delinquency or foreclosure even when there is ultimately no loss realized with respect to such loans (e.g., as a result of a borrower’s re-performance). In contrast, the structure of the Company’s investment in CRT strips requires PMT to absorb losses only when the reference loans realize losses.

Fair Value Risk

The Company is exposed to fair value risk in addition to the risks specific to credit and, as a result of prevailing market conditions or the economy generally, may be required to recognize losses associated with adverse changes to the fair value of its investments in MSRs, CRT arrangements, and MBS:

•

The fair value of MSRs is sensitive to changes in prepayment speeds, estimates of cost to service the underlying loans or the returns demanded by market participants;

•

The fair values of CRT arrangements and subordinate MBS are sensitive to market perceptions of future credit performance of the underlying loans as well as to the actual credit performance of such loans and to the returns required by market participants to hold such investments; and

•

The fair value of Agency and senior non-Agency pass through MBS is sensitive to changes in market interest rates.

Note 4—Transactions with Related Parties

Operating Activities

Correspondent Production Activities

The Company is provided fulfillment and other services by PLS under an amended and restated mortgage banking services agreement. The Company does not hold the Ginnie Mae approval required to issue securities guaranteed by Ginnie Mae and service the underlying loans. Accordingly, under the agreement, PLS currently purchases loans saleable in accordance with the Ginnie Mae MBS Guide “as is” and without recourse of any kind from the Company at cost less any administrative fees paid by the correspondent to the Company plus accrued interest and a sourcing fee.

Fulfillment and sourcing fees are summarized below:

•

Fulfillment fees shall not exceed the following:

(i)

the number of loan commitments issued by the Company multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments are subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, plus

(ii)

$315 multiplied by the number of purchased loans up to and including 16,500 per quarter and $195 multiplied by the number of purchased loans in excess of 16,500 per quarter, plus

(iii)

$750 multiplied by the number of all purchased loans that are sold or securitized to parties other than Fannie Mae and Freddie Mac; provided however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae loans.

•

Sourcing fees range from one to two basis points of the unpaid principal balance (“UPB”), generally based on the average number of calendar days the loans are held by PMT before purchase by PLS.

The mortgage banking services agreement expires, unless terminated earlier in accordance with its terms, on June 30, 2025, subject to automatic renewal for additional 18-month periods, unless terminated in accordance with its terms.

The Company may purchase newly originated conforming balance non-government insured or guaranteed loans from PLS under a mortgage loan purchase and sale agreement.

Following is a summary of correspondent production activity between the Company and PLS:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Loan fulfillment fees earned by PLS	$	20,646	$	54,020	$	37,400	$	114,855
UPB of loans fulfilled by PLS	$	10,323,700	$	30,479,292	$	20,092,962	$	64,241,132

Sourcing fees received from PLS included in Net gains on loans acquired for sale	$	1,063	$	1,630	$	2,359	$	3,368
UPB of loans sold to PLS	$	10,634,209	$	16,297,216	$	23,381,988	$	33,856,791

Purchases of loans acquired for sale from PLS	$	39,824	$	—	$	298,862	$	—

Tax service fees paid to PLS	$	2,404	$	7,128	$	4,746	$	15,320

June 30, 2022

December 31, 2021

(in thousands)

Loans included in Loans acquired for sale at

fair value pending sale to PLS

305,730

314,995

Loan Servicing

The Company, through its Operating Partnership, has a loan servicing agreement with PLS (the “Servicing Agreement”) pursuant to which PLS provides subservicing for the Company's portfolio of MSRs, loans held for sale and loans held in VIEs (prime servicing) and its portfolio of residential loans purchased with credit deterioration (distressed loans). The Servicing Agreement provides for servicing fees earned by PLS that are established at a fixed per loan monthly amount based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or real estate acquired in settlement of loans (“REO”). The Servicing Agreement expires on June 30, 2025, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with its terms.

Prime Servicing

The base servicing fees for prime loans subserviced by PLS on the Company’s behalf are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans.

To the extent that these prime loans become delinquent, PLS is entitled to an additional servicing fee per loan ranging from $10 to $55 per month and based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property becomes REO.

PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and certain fees for COVID-19 pandemic-related forbearance and modification activities it provides as required by the CARES Act.

Special Servicing (Distressed Loans)

The base servicing fee rates for distressed loans range from $30 per month for current loans up to $95 per month for loans in foreclosure proceedings. The base servicing fee rate for REO is $75 per month.

PLS receives activity-based fees for modifications, foreclosures and liquidations that it facilitates with respect to distressed loans, as well as other market-based refinancing and loan disposition fees. PLS may also receive REO rental fees, property lease renewal fees, property management fees, tenant paid application fees, late rent fees, and third-party vendor fees.

MSR Recapture Agreement

The Company has an MSR recapture agreement with PFSI. Pursuant to the terms of the MSR recapture agreement, if PFSI refinances mortgage loans for which the Company previously held the MSRs, PFSI is generally required to transfer and convey to the Company cash in an amount equal to:

•

40% of the fair market value of the MSRs relating to the recaptured loans subject to the first 15% of the “recapture rate”;

•

35% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 15% and up to 30%; and

•

30% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 30%.

The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance of all recaptured loans, to (ii) the aggregate unpaid principal balance of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month. PFSI has further agreed to allocate sufficient resources to target a recapture rate of at least 15%.

The MSR recapture agreement expires, unless terminated earlier in accordance with its terms, on June 30, 2025, subject to automatic renewal for additional 18-month periods, unless terminated in accordance with its terms.

Following is a summary of loan servicing fees earned by PLS:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Loan servicing fees:
Loans acquired for sale at fair value	$	258	$	630	$	522	$	1,173
Loans at fair value		106		80		316		217
MSRs		19,971		19,305		40,585		37,718
	$	20,335	$	20,015	$	41,423	$	39,108
Average investment in:
Loans acquired for sale at fair value	$	1,767,327	$	4,153,241	$	1,946,485	$	3,887,734
Loans at fair value	$	1,757,377	$	110,823	$	1,659,755	$	123,802
Average MSR portfolio UPB	$	220,402,133	$	191,539,208	$	219,051,445	$	184,477,096

Management Fees

The Company has a management agreement with PCM pursuant to which the Company pays PCM management fees as follows:

•

A base management fee that is calculated quarterly and is equal to the sum of (i) 1.5% per year of average shareholders’ equity up to $2 billion, (ii) 1.375% per year of average shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of average shareholders’ equity in excess of $5 billion.

•

A performance incentive fee that is calculated quarterly at a defined annualized percentage of the amount by which “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of return on “equity.”

The performance incentive fee is equal to the sum of: (a) 10% of the amount by which “net income” for the quarter exceeds (i) an 8% return on “equity” plus the “high watermark”, up to (ii) a 12% return on “equity”; plus (b) 15% of the amount by which “net income” for the quarter exceeds (i) a 12% return on “equity” plus the “high watermark”, up to (ii) a 16% return on “equity”; plus (c) 20% of the amount by which “net income” for the quarter exceeds a 16% return on “equity” plus the “high watermark”.

For the purpose of determining the amount of the performance incentive fee:

“Net income” is defined as net income or loss attributable to common shares of beneficial interest (“common shares”) calculated in accordance with GAAP, and adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after discussion between the Manager and the Company’s independent trustees and after approval by a majority of the Company’s independent trustees.

“Equity” is the weighted average of the issue price per common share of all of the Company’s public offerings, multiplied by the weighted average number of common shares outstanding (including restricted share units) in the rolling four-quarter period.

“High watermark” is the quarterly adjustment that reflects the amount by which “net income” (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the average Fannie Mae 30-year MBS yield (the target yield) for the four quarters then ended. The “high watermark” starts at zero and is adjusted quarterly. If “net income” is lower than the target yield, the “high watermark” is increased by the difference. If “net income” is higher than the target yield, the “high watermark” is reduced by the difference. Each time a performance incentive fee is earned, the “high watermark” returns to zero. As a result, the threshold amounts required for PCM to earn a performance incentive fee are adjusted cumulatively based on the performance of PMT’s “net income” over (or under) the target yield, until “net income” in excess of the target yield exceeds the then-current cumulative “high watermark” amount.

The base management fee and the performance incentive fee are both payable quarterly in arrears. The performance incentive fee may be paid in cash or a combination of cash and the Company’s common shares (subject to a limit of no more than 50% paid in common shares), at the Company’s option.

In the event of termination of the management agreement between the Company and PCM, PCM may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by PCM, in each case during the 24-month period before termination.

Following is a summary of management fee expenses:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Base management	$	7,910	$	8,648	$	16,027	$	17,097
Performance incentive		—		3,265		—		3,265
	$	7,910	$	11,913	$	16,027	$	20,362
Average shareholders' equity amounts used to calculate base management fee expense	$	2,125,557	$	2,340,948	$	2,168,930	$	2,325,605

Expense Reimbursement and Amounts Payable to and Receivable from PCM

Under the management agreement, PCM is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on the Company’s behalf, it being understood that PCM and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of the Company. PCM is reimbursed $165,000 per fiscal quarter, such amount to be reviewed annually and to not preclude reimbursement for any other services performed by PCM or its affiliates.

The Company is required to pay PCM and its affiliates a portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of PCM and its affiliates required for the Company’s and its subsidiaries’ operations. These expenses are allocated based on the ratio of the Company’s and its subsidiaries’ proportion of gross assets compared to all remaining gross assets owned and managed by PCM as calculated at each fiscal quarter end.

Following is a summary of the Company’s reimbursements to PCM and its affiliates for expenses:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Reimbursement of:
Expenses incurred on the Company’s behalf, net	$	2,834	$	7,804	$	8,191	$	9,140
Common overhead incurred by PCM and its affiliates		1,809		1,268		3,673		1,839
Compensation		165		165		330		330
	$	4,808	$	9,237	$	12,194	$	11,309
Payments and settlements during the period (1)	$	29,562	$	74,441	$	69,326	$	187,182

(1)	Payments and settlements include payments and netting settlements made pursuant to master netting agreements between the Company and PFSI for the operating, investing and financing activities itemized in this Note

Investing Activities

Spread Acquisition and MSR Servicing Agreements

The Company, through a wholly-owned subsidiary, PennyMac Holdings, LLC (“PMH”), has an amended and restated master spread acquisition and MSR servicing agreement with PLS (the “Spread Acquisition Agreement”), pursuant to which the Company may purchase from PLS, from time to time, participation certificates representing beneficial ownership in ESS arising from Ginnie Mae MSRs acquired by PLS, in which case PLS generally would be required to service or subservice the related loans for Ginnie Mae. The primary purpose of the amendment and restatement was to facilitate the continued financing of the ESS owned by the Company in connection with its participation in the GNMA MSR Facility (defined below).

To the extent PLS refinances any of the loans relating to the ESS the Company has acquired, the Spread Acquisition Agreement also contains recapture provisions requiring that PLS transfer to the Company, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated loans. However, under the Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae loans is not equal to at least 90% of the product of the excess servicing fee rate and the UPB of the refinanced loans, PLS is also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae loans is not equal to at least 90% of the product of the excess servicing fee rate and the UPB of the modified loans, the Spread Acquisition Agreement contains provisions that require PLS to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, PLS may, at its option, settle its recapture liability to the Company in cash in an amount equal to such fair market value in lieu of transferring such ESS.

The remaining balance of the ESS was repaid during the quarter ended March 31, 2021.

Following is a summary of investing activities between the Company and PFSI:

	Six months ended June 30, 2021
	(in thousands)
ESS:
Received pursuant to a recapture agreement	$	557
Repayments		134,624
Interest income		1,280
Net gain included in Net (losses) gains on investments and financings:
Valuation changes		1,037
Recapture income		614
	$	1,651

Financing Activities

PFSI held 75,000 of the Company’s common shares at both June 30, 2022 and December 31, 2021.

Repurchase Agreement with PLS

The Company, through PMH, has a master repurchase agreement with PLS (the “PMH Repurchase Agreement”), pursuant to which PMH may borrow from PLS for the purpose of financing PMH’s participation certificates representing beneficial ownership in ESS acquired from PLS under the Spread Acquisition Agreement. PLS then re-pledges such participation certificates to PNMAC GMSR ISSUER TRUST (the “Issuer Trust”) under a master repurchase agreement by and among PLS, the Issuer Trust and Private National Mortgage Acceptance Company, LLC, as guarantor (the “PC Repurchase Agreement”). The Issuer Trust was formed for the purpose of allowing PLS to finance MSRs and ESS relating to such MSRs (the “GNMA MSR Facility”).

In the first quarter of 2021, PLS repurchased the ESS from PMH at fair market value, effectively terminating the borrowing arrangements allowing PMH to finance its participation certificates representing beneficial ownership in ESS.

Following is a summary of financing activities between the Company and PFSI:

	Six months ended June 30, 2021
	(in thousands)
Net repayments of assets sold under agreements to repurchase	$	80,862
Interest expense	$	387

Amounts Receivable from and Payable to PFSI

Amounts receivable from and payable to PFSI are summarized below:

	June 30, 2022		December 31, 2021
	(in thousands)
Due from PFSI:
Miscellaneous receivables	$	3,582	$	15,953
	$	3,582	$	15,953

Due to PFSI:
Allocated expenses and expenses and costs paid by PFSI on PMT’s behalf	$	12,053	$	15,431
Fulfillment fees		10,511		—
Management fees		7,910		8,918
Loan servicing fees		6,725		6,848
Correspondent production fees		6,035		8,894
	$	43,234	$	40,091

The Company has also transferred cash to PLS to fund loan servicing advances and REO property acquisition and preservation costs on its behalf. Such amounts are included in various balance sheet items as summarized below:

Balance sheet line including advance amount	June 30, 2022		December 31, 2021
	(in thousands)
Loan servicing advances	$	90,716	$	204,951
Real estate acquired in settlement of loans		4,693		7,115
	$	95,409	$	212,066

Note 5—Loan Sales

The following table summarizes cash flows between the Company and transferees in transfers of loans that are accounted for as sales where the Company maintains continuing involvement with the loans:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Cash flows:
Proceeds from sales	$	10,226,643	$	30,181,949	$	22,212,604	$	63,500,106
Loan servicing fees received net of guarantee fees	$	151,149	$	124,019	$	298,034	$	240,306

The following table summarizes, for the dates presented, collection status information for loans whose transfers are accounted for as sales where the Company maintains continuing involvement:

	June 30, 2022		December 31, 2021
	(in thousands)
UPB of loans outstanding	$	222,381,278	$	215,927,495
Collection status (UPB)
Delinquency (1):
30-89 days delinquent	$	1,464,171	$	1,148,542
90 or more days delinquent:
Not in foreclosure	$	792,170	$	1,726,488
In foreclosure	$	71,173	$	36,658
Bankruptcy	$	120,493	$	130,582
Delinquent loans in COVID-19 pandemic-related forbearance:
30-89 days	$	195,083	$	169,654
90 days or more	$	426,388	$	614,882
Custodial funds managed by the Company (2)	$	2,907,651	$	3,823,527

(1)	Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

(2)

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

Note 6—Variable Interest Entities

The Company is a variable interest holder in various Variable Interest Entities (“VIEs”) that relate to its investing and financing activities, including its investments in CRT arrangements and subordinate MBS.

CRT Arrangements

The Company has entered into certain loan sales arrangements pursuant to which it accepts credit risk relating to the loans sold in exchange for a portion of the interest earned on such loans. These arrangements absorb scheduled or incurred credit losses on such loans and include CRT Agreements and CRT strips.

The Company, through its subsidiary, PennyMac Corp. (“PMC”), entered into CRT Agreements with Fannie Mae, pursuant to which PMC, through subsidiary trust entities, sold pools of loans into Fannie Mae-guaranteed securitizations while retaining Recourse Obligations as part of the retention of IO ownership interests in such loans.

The Company’s exposure to losses under its Recourse Obligations was initially established at rates ranging from 3.5% to 4.0% of the UPB of the loans sold under the CRT arrangements. As the UPB of the loans underlying each CRT arrangement is reduced through repayments, the percentage exposure of each CRT arrangement will increase to maximums ranging from 4.5% to 5.0% of outstanding UPB, although the total dollar amount of exposure to losses does not increase. The final sales of loans subject to the CRT Agreements were made during May 2018.

Effective in June 2018, the Company began entering into a different type of CRT arrangement. Under the new arrangement, the Company sold loans subject to agreements that required PMT to purchase securities that absorb incurred credit losses on such loans. The final sales of loans subject to this type of CRT arrangement were made during September 2020. The Company purchased the securities subject to the agreements in December 2020.

The Company placed Deposits securing credit risk transfer arrangements pledged to creditors into the subsidiary trust entities to secure its Recourse Obligations. The Company recognizes its IO ownership interests and Recourse Obligations on the consolidated balance sheets as CRT Derivatives in Derivative assets and Derivative and credit risk transfer strip liabilities for CRT Agreements, and as CRT strips in Derivative and credit risk transfer strip liabilities for other CRT arrangements.

The Deposits securing credit risk transfer arrangements pledged to creditors relating to CRT arrangements represent the Company’s maximum contractual exposure to losses. Gains and losses on the derivatives and strips (including the IO ownership interest sold to nonaffiliates) included in the CRT arrangements are included in Net (losses) gains on investments and financings in the consolidated statements of operations.

Following is a summary of the CRT arrangements:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Investment income:
Net (losses) gains on investments and financings:
Derivative and CRT strips:
CRT derivatives:
Realized	$	9,157		$	28,631		$	30,358		$	52,127
Valuation changes		(14,740	)		(9,431	)		(41,789	)		3,443
		(5,583	)		19,200			(11,431	)		55,570
CRT strips:
Realized		16,078			31,368			33,841			63,972
Valuation changes		(49,738	)		41,724			(91,496	)		134,946
		(33,660	)		73,092			(57,655	)		198,918
Interest-only security payable at fair value		(3,112	)		5,737			(8,892	)		(2,428	)
		(42,355	)		98,029			(77,978	)		252,060
Interest income ‒ Deposits securing CRT arrangements		2,384			156			2,606			325
	$	(39,971	)	$	98,185		$	(75,372	)	$	252,385

Net recoveries received to settle reversal of previously recognized losses on CRT arrangements	$	4,456		$	20,212		$	20,429		$	33,555

	June 30, 2022			December 31, 2021
	(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT derivatives	$	(22,511	)	$	18,964
CRT strips		(118,333	)		(26,837	)
	$	(140,844	)	$	(7,873	)

Deposits securing CRT arrangements	$	1,430,759		$	1,704,911
Interest-only security payable at fair value	$	19,485		$	10,593

CRT arrangement assets pledged to secure borrowings:
Derivative assets	$	324		$	19,627
Deposits securing CRT arrangements (1)	$	1,430,759		$	1,704,911

UPB of loans underlying CRT arrangements	$	26,327,563		$	30,808,907
Collection status (UPB):
Delinquency (2)
Current	$	25,726,633		$	29,581,803
30-89 days delinquent	$	318,681		$	349,291
90-180 days delinquent	$	102,021		$	120,775
180 or more days delinquent	$	157,518		$	748,576
Foreclosure	$	22,710		$	8,462
Bankruptcy	$	54,403		$	64,694
Delinquent loans in COVID-19 pandemic-related forbearance plans:
30-89 days delinquent	$	44,194		$	44,015
90-180 days delinquent	$	47,867		$	57,815
180 or more days delinquent	$	46,861		$	174,041

(1)	Deposits securing credit risk transfer strip arrangements pledged to creditors also secure $141.2 million and $27.5 million in CRT derivative and CRT strip liabilities at June 30, 2022 and December 31, 2021, respectively.

(2)	Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

Subordinate Mortgage-Backed Securities

The Company retains or purchases subordinate MBS in transactions sponsored by PMC or a nonaffiliate. Cash inflows from the loans underlying these securities are distributed to investors and service providers in accordance with the contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior certificates.

The rights of holders of the subordinate securities to receive distributions of principal and/or interest, as applicable, are subordinate to the rights of holders of the senior securities. After the senior securities are repaid, substantially all cash inflows will be directed to the subordinate securities, including those held by the Company, until they are fully repaid.

The Company’s retention or purchase of subordinate MBS exposes PMT to the credit risk in the underlying loans because the Company’s beneficial interests are among the first beneficial interests to absorb credit losses on those assets. The Company’s exposure to losses from its investments in subordinate MBS is limited to its recorded investment in such securities.

Whether the Company concludes that it is the primary beneficiary of the VIEs issuing these subordinate MBS and therefore consolidates these entities is based on its exposure to losses that could be significant to the VIEs and its power to direct activities that most significantly impact the VIEs’ economic performance:

•

Certain of the Company’s investments in subordinate MBS either do not expose the Company to losses that could be significant to the issuing VIE or the Company has concluded that it does not have the power to direct the activities that most significantly impact the VIE’s economic performance. These investments are classified as credit linked securities in its investment in MBS as shown in Note 8 – Mortgage-Backed Securities.

•

For other investments in subordinate MBS, comprised of transactions backed by loans purchased by the Company that were subsequently included in securitizations sponsored by the Company or a nonaffiliate and serviced by PLS, the Company concluded that it is the primary beneficiary of the VIEs as it has the power, through PLS, in its role as the servicer or sub-servicer of the loans, to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance and, as a holder of subordinate securities, is exposed to losses that could potentially be significant to the VIEs. Therefore, PMT consolidates the VIEs that issue those subordinate MBS.

The Company recognizes the interest income earned on the loans owned by the consolidated VIEs and the interest expense attributable to the asset-backed securities issued to nonaffiliates by the consolidated VIEs on its consolidated statements of operations.

The Company’s investments in subordinate MBS included in its consolidated VIEs are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Interest income	$	15,736	$	1,368	$	28,585	$	3,267
Interest expense	$	15,016	$	1,996	$	26,043	$	2,164

	June 30, 2022		December 31, 2021
	(in thousands)
Loans at fair value	$	1,650,504	$	1,564,565
Asset-backed financings at fair value	$	1,548,636	$	1,469,999
Subordinate MBS retained at fair value pledged to secure Assets sold under agreements to repurchase	$	90,929	$	85,266

Note 7— Fair Value

The Company’s consolidated financial statements include assets and liabilities that are measured at or based on their fair values. Measurement at or based on fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Company has elected to carry the item at its fair value as discussed in the following paragraphs.

The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company.

•

Level 3—Prices determined using significant unobservable inputs. In situations where significant observable inputs are unavailable, unobservable inputs may be used. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.

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

The Company reclassifies its assets and liabilities between levels of the fair value hierarchy when the inputs required to establish fair value at a level of the fair value hierarchy are no longer readily available, requiring the use of lower-level inputs, or when the inputs required to establish fair value at a higher level of the hierarchy become available.

Fair Value Accounting Elections

The Company identified all of PMT’s non-cash financial assets and MSRs to be accounted for at fair value. The Company has elected to account for these assets at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance.

The Company has also identified its Asset-backed financings at fair value and Interest-only security payable at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of the assets at fair value collateralizing these financings. For other borrowings, the Company has determined that historical cost accounting is more appropriate because under this method debt issuance costs are amortized over the term of the debt facility, thereby matching the debt issuance cost to the periods benefiting from the availability of the debt.

Financial Statement Items Measured at Fair Value on a Recurring Basis

Following is a summary of financial statement items that are measured at fair value on a recurring basis:

	June 30, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Short-term investments	$	88,818	$	—	$	—	$	88,818
Mortgage-backed securities at fair value		—		3,853,076		—		3,853,076
Loans acquired for sale at fair value		—		1,773,289		20,376		1,793,665
Loans at fair value		—		1,650,504		3,979		1,654,483
Derivative assets:
Call options on interest rate futures purchase contracts		1,771		—		—		1,771
Put options on interest rate futures purchase contracts		6,297		—		—		6,297
Forward purchase contracts		—		47,805		—		47,805
Forward sale contracts		—		46,981		—		46,981
MBS put options		—		2,298		—		2,298
CRT derivatives		—		—		324		324
Interest rate lock commitments		—		—		5,997		5,997
Total derivative assets before netting		8,068		97,084		6,321		111,473
Netting		—		—		—		(94,101	)
Total derivative assets after netting		8,068		97,084		6,321		17,372
Mortgage servicing rights at fair value		—		—		3,695,609		3,695,609
	$	96,886	$	7,373,953	$	3,726,285	$	11,103,023
Liabilities:
Asset-backed financings at fair value	$	—	$	1,548,636	$	—	$	1,548,636
Interest-only security payable at fair value		—		—		19,485		19,485
Derivative and credit risk transfer strip liabilities:
Forward purchase contracts		—		5,833		—		5,833
Forward sales contracts		—		91,997		—		91,997
CRT derivatives		—		—		22,835		22,835
Interest rate lock commitments		—		—		7,653		7,653
Total derivative liabilities before netting		—		97,830		30,488		128,318
Netting		—		—		—		31,848
Total derivative liabilities after netting		—		97,830		30,488		160,166
Credit risk transfer strips		—		—		118,333		118,333
Total derivative and credit risk transfer strip liabilities		—		97,830		148,821		278,499
	$	—	$	1,646,466	$	168,306	$	1,846,620

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Short-term investments	$	167,999	$	—	$	—	$	167,999
Mortgage-backed securities at fair value		—		2,666,768		—		2,666,768
Loans acquired for sale at fair value		—		4,140,896		30,129		4,171,025
Loans at fair value		—		1,564,565		4,161		1,568,726
Derivative assets:
Call options on interest rate futures purchase contracts		2,828		—		—		2,828
Put options on interest rate futures purchase contracts		3,180		—		—		3,180
Forward purchase contracts		—		5,806		—		5,806
Forward sale contracts		—		6,307		—		6,307
MBS put options		—		3,662		—		3,662
Swaption purchase contracts		—		39		—		39
CRT derivatives		—		—		19,627		19,627
Interest rate lock commitments		—		—		3,897		3,897
Total derivative assets before netting		6,008		15,814		23,524		45,346
Netting		—		—		—		(11,108	)
Total derivative assets after netting		6,008		15,814		23,524		34,238
Mortgage servicing rights at fair value		—		—		2,892,855		2,892,855
	$	174,007	$	8,388,043	$	2,950,669	$	11,501,611
Liabilities:
Asset-backed financings at fair value	$	—	$	1,469,999	$	—	$	1,469,999
Interest-only security payable at fair value		—		—		10,593		10,593
Derivative liabilities and credit risk transfer strips:
Forward purchase contracts		—		3,620		—		3,620
Forward sales contracts		—		13,782		—		13,782
CRT derivatives		—		—		663		663
Interest rate lock commitments		—		—		1,446		1,446
Total derivative liabilities before netting		—		17,402		2,109		19,511
Netting		—		—		—		(4,142	)
Total derivative liabilities after netting		—		17,402		2,109		15,369
Credit risk transfer strips		—		—		26,837		26,837
Total derivative and credit risk transfer strip liabilities		—		17,402		28,946		42,206
	$	—	$	1,487,401	$	39,539	$	1,522,798

The following is a summary of changes in items measured at fair value on a recurring basis using Level 3 inputs that are significant to the estimation of the fair values of the assets and liabilities at either the beginning or end of the periods presented:

	Quarter ended June 30, 2022
Assets (1)	Loans acquired for sale			Loans at fair value		CRT derivatives			Interest rate lock commitments			CRT strips			Mortgage servicing rights		Total
	(in thousands)
Balance, March 31, 2022	$	24,325		$	3,949	$	(8,049	)	$	(23,465	)	$	(68,595	)	$	3,391,172	$	3,319,337
Purchases and issuances		27,457			—		—			(41,539	)		—			—		(14,082	)
Repayments and sales		(29,642	)		24		(8,879	)		—			(16,078	)		—		(54,575	)
Amounts received pursuant to sales of loans		—			—		—			—			—			170,658		170,658
Changes in fair value included in results of operations arising from:
Changes in instrument-specific credit risk		—			—		—			—			—			—		—
Other factors		(1,764	)		6		(5,583	)		(60,671	)		(33,660	)		133,779		32,107
		(1,764	)		6		(5,583	)		(60,671	)		(33,660	)		133,779		32,107
Transfers of interest rate lock commitments to loans acquired for sale (2)		—			—		—			124,019			—			—		124,019
Balance, June 30, 2022	$	20,376		$	3,979	$	(22,511	)	$	(1,656	)	$	(118,333	)	$	3,695,609	$	3,577,464
Changes in fair value recognized during the quarter relating to assets still held at June 30, 2022	$	(1,758	)	$	67	$	(14,740	)	$	(1,656	)	$	(49,738	)	$	133,779	$	65,954

(1)	For the purpose of this table, CRT derivatives, interest rate lock commitments (“IRLCs”), and CRT strip asset and liability positions are shown net.

(2)	The Company had transfers among the fair value levels arising from transfers of IRLCs to loans acquired for sale at fair value upon purchase of the respective loans.

Liabilities	Quarter ended June 30, 2022
	(in thousands)
Interest-only security payable:
Balance, March 31, 2022	$	16,373
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		—
Other factors		3,112
		3,112
Balance, June 30, 2022	$	19,485
Changes in fair value recognized during the quarter relating to liability outstanding at June 30, 2022	$	3,112

	Quarter ended June 30, 2021
Assets (1)	Loans acquired for sale			Loans at fair value			CRT derivatives			Interest rate lock commitments			CRT strips			Mortgage servicing rights			Total
	(in thousands)
Balance, March 31, 2021	$	34,234		$	7,802		$	44,676		$	(64,858	)	$	(109,570	)	$	2,441,214		$	2,353,498
Purchases and issuances		14,173			—			—			57,601			—			—			71,774
Repayments and sales		(17,789	)		(730	)		(28,638	)		—			(31,368	)		—			(78,525	)
Amounts received pursuant to sales of loans		—			—			—			—			—			412,938			412,938
Changes in fair value included in results of operations arising from:
Changes in instrument- specific credit risk		—			—			—			—			—			—			—
Other factors		(189	)		130			19,200			105,573			73,092			(299,498	)		(101,692	)
		(189	)		130			19,200			105,573			73,092			(299,498	)		(101,692	)
Transfers:
Loans from REO		—			13			—			—			—			—			13
Recombination of MSRs with loans at fair value resulting from initial consolidation of a VIE		—			—			—			—			—			(3,281	)		(3,281	)
Interest rate lock commitments to loans acquired for sale (2)		—			—			—			(68,568	)		—			—			(68,568	)
Balance, June 30, 2021	$	30,429		$	7,215		$	35,238		$	29,748		$	(67,846	)	$	2,551,373		$	2,586,157
Changes in fair value recognized during the quarter relating to assets still held at June 30, 2021	$	(168	)	$	74		$	(9,431	)	$	29,748		$	41,724		$	(299,498	)	$	(237,551	)

(1)	For the purpose of this table, CRT derivatives, IRLCs, and CRT strip asset and liability positions are shown net.

(2)	The Company had transfers among the fair value levels arising from transfers of IRLCs to loans acquired for sale at fair value upon purchase of the respective loans.

Liabilities	Quarter ended June 30, 2021
	(in thousands)
Interest-only security payable:
Balance, March 31, 2021	$	18,922
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		—
Other factors		(5,737	)
		(5,737	)
Balance, June 30, 2021	$	13,185
Changes in fair value recognized during the quarter relating to liability outstanding at June 30, 2021	$	(5,737	)

	Six months ended June 30, 2022
Assets (1)	Loans acquired for sale			Loans at fair value			CRT derivatives			Interest rate lock commitments			CRT strips			Mortgage servicing rights		Total
	(in thousands)
Balance, December 31, 2021	$	30,129		$	4,161		$	18,964		$	2,451		$	(26,837	)	$	2,892,855	$	2,921,723
Purchases and issuances		51,562			—			—			(69,683	)		—			—		(18,121	)
Repayments and sales		(59,140	)		(630	)		(30,044	)		—			(33,841	)		—		(123,655	)
Amounts received pursuant to sales of loans		—			—			—			—			—			365,254		365,254
Changes in fair value included in results of operations arising from:
Changes in instrument-specific credit risk		—			—			—			—			—			—		—
Other factors		(2,175	)		448			(11,431	)		(179,470	)		(57,655	)		437,500		187,217
		(2,175	)		448			(11,431	)		(179,470	)		(57,655	)		437,500		187,217
Transfers of interest rate lock commitments to loans acquired for sale (2)		—			—			—			245,046			—			—		245,046
Balance, June 30, 2022	$	20,376		$	3,979		$	(22,511	)	$	(1,656	)	$	(118,333	)	$	3,695,609	$	3,577,464
Changes in fair value recognized during the period relating to assets still held at June 30, 2022	$	(2,014	)	$	117		$	(41,789	)	$	(1,656	)	$	(91,496	)	$	437,500	$	300,662

(1)	For the purpose of this table, CRT derivatives, IRLCs, and CRT strip asset and liability positions are shown net.

(2)	The Company had transfers among the fair value levels arising from transfers of IRLCs to loans acquired for sale at fair value upon purchase of the respective loans.

Liabilities	Six months ended June 30, 2022
	(in thousands)
Interest-only security payable:
Balance, December 31, 2021	$	10,593
Changes in fair value included in results of operations arising from:
Changes in instrument-specific credit risk		—
Other factors		8,892
		8,892
Balance, June 30, 2022	$	19,485
Changes in fair value recognized during the period relating to liability outstanding at June 30, 2022	$	8,892

	Six months ended June 30, 2021
Assets (1)	Loans acquired for sale			Loans at fair value			Excess servicing spread			CRT derivatives			Interest rate lock commitments			CRT strips			Mortgage servicing rights			Total
	(in thousands)
Balance, December 31, 2020	$	33,875		$	8,027		$	131,750		$	31,795		$	72,386		$	(202,792	)	$	1,755,236		$	1,830,277
Purchases and issuances		30,071			—			—			—			47,897			—			—			77,968
Repayments and sales		(33,859	)		(1,314	)		(134,624	)		(52,127	)		—			(63,972	)		—			(285,896	)
Capitalization of interest		—			198			1,280			—			—			—			—			1,478
ESS received pursuant to a recapture agreement with PFSI		—			—			557			—			—			—			—			557
Amounts received pursuant to sales of loans		—			—			—			—			—			—			820,634			820,634
Changes in fair value included in results of operations arising from:
Changes in instrument- specific credit risk		—			—			—			—			—			—			—			—
Other factors		342			225			1,037			55,570			(169,942	)		198,918			(21,216	)		64,934
		342			225			1,037			55,570			(169,942	)		198,918			(21,216	)		64,934
Transfers:
Loans from REO		—			79			—			—			—			—			—			79
Recombination of MSRs with loans at fair value resulting from initial consolidation of a VIE		—			—			—			—			—			—			(3,281	)		(3,281	)
Interest rate lock commitments to loans acquired for sale (2)		—			—			—			—			79,407			—			—			79,407
Balance, June 30, 2021	$	30,429		$	7,215		$	—		$	35,238		$	29,748		$	(67,846	)	$	2,551,373		$	2,586,157
Changes in fair value recognized during the period relating to assets still held at June 30, 2021	$	157		$	75		$	—		$	3,443		$	29,748		$	134,946		$	(21,216	)	$	147,153

(1)	For the purpose of this table, CRT derivatives, IRLCs, and CRT strip asset and liability positions are shown net.

(2)	The Company had transfers among the fair value levels arising from transfers of IRLCs to loans acquired for sale at fair value upon purchase of the respective loans.

Liabilities	Six months ended June 30, 2021
	(in thousands)
Interest-only security payable:
Balance, December 31, 2020	$	10,757
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		—
Other factors		2,428
		2,428
Balance, June 30, 2021	$	13,185
Changes in fair value recognized during the period relating to liability outstanding at June 30, 2021	$	2,428

Financial Statement Items Measured at Fair Value under the Fair Value Option

Following are the fair values and related principal amounts due upon maturity of loans accounted for under the fair value option (including loans acquired for sale, loans held in consolidated VIEs, and distressed loans):

	June 30, 2022							December 31, 2021
	Fair value		Principal amount due upon maturity		Difference			Fair value		Principal amount due upon maturity		Difference
	(in thousands)
Loans acquired for sale at fair value:
Current through 89 days delinquent	$	1,791,881	$	1,771,591	$	20,290		$	4,166,177	$	4,048,967	$	117,210
90 or more days delinquent:
Not in foreclosure		1,555		1,823		(268	)		4,848		5,801		(953	)
In foreclosure		229		300		(71	)		—		—		—
		1,784		2,123		(339	)		4,848		5,801		(953	)
	$	1,793,665	$	1,773,714	$	19,951		$	4,171,025	$	4,054,768	$	116,257
Loans at fair value:
Held in consolidated VIEs:
Current through 89 days delinquent	$	1,648,513	$	1,845,900	$	(197,387	)	$	1,561,794	$	1,514,575	$	47,219
90 or more days delinquent:
Not in foreclosure		1,359		1,772		(413	)		2,141		2,722		(581	)
In foreclosure		632		809		(177	)		630		809		(179	)
		1,991		2,581		(590	)		2,771		3,531		(760	)
		1,650,504		1,848,481		(197,977	)		1,564,565		1,518,106		46,459
Distressed:
Current through 89 days delinquent		766		1,191		(425	)		782		1,455		(673	)
90 or more days delinquent:
Not in foreclosure		1,164		3,389		(2,225	)		1,181		3,824		(2,643	)
In foreclosure		2,049		4,150		(2,101	)		2,198		5,490		(3,292	)
		3,213		7,539		(4,326	)		3,379		9,314		(5,935	)
		3,979		8,730		(4,751	)		4,161		10,769		(6,608	)
	$	1,654,483	$	1,857,211	$	(202,728	)	$	1,568,726	$	1,528,875	$	39,851

Following are the changes in fair value included in current period results of operations by consolidated statement of operations line item for financial statement items accounted for under the fair value option:

	Quarter ended June 30, 2022
	Net loan servicing fees		Net (losses) gains on investments and financings			Net gains on loans acquired for sale			Net interest income (expense)			Total
	(in thousands)
Assets:
Mortgage-backed securities at fair value	$	—	$	(182,498	)	$	—		$	14,663		$	(167,835	)
Loans acquired for sale at fair value		—		—			(153,111	)		—			(153,111	)
Loans at fair value		—		(122,464	)		—			(128	)		(122,592	)
Credit risk transfer strips		—		(33,660	)		—			—			(33,660	)
MSRs at fair value		133,779		—			—			—			133,779
	$	133,779	$	(338,622	)	$	(153,111	)	$	14,535		$	(343,419	)
Liabilities:
Interest-only security payable at fair value	$	—	$	(3,112	)	$	—		$	—		$	(3,112	)
Asset-backed financing of VIEs at fair value		—		116,667			—			1,423			118,090
	$	—	$	113,555		$	—		$	1,423		$	114,978

	Quarter ended June 30, 2021
	Net loan servicing fees			Net (losses) gains on investments and financings			Net gains on loans acquired for sale		Net interest income (expense)			Total
	(in thousands)
Assets:
Mortgage-backed securities at fair value	$	—		$	29,252		$	—	$	(1,883	)	$	27,369
Loans acquired for sale at fair value		—			—			99,339		—			99,339
Loans at fair value		—			(533	)		—		504			(29	)
ESS at fair value		—			—			—		—			—
Credit risk transfer strips		—			73,092			—		—			73,092
MSRs at fair value		(299,498	)		—			—		—			(299,498	)
	$	(299,498	)	$	101,811		$	99,339	$	(1,379	)	$	(99,727	)
Liabilities:
Interest-only security payable	$	—		$	5,737		$	—	$	—		$	5,737
Asset-backed financings at fair value		—			1,582			—		(1,245	)		337
	$	—		$	7,319		$	—	$	(1,245	)	$	6,074

	Six months ended June 30, 2022
	Net loan servicing fees		Net (losses) gains on investments and financings			Net gains on loans acquired for sale			Net interest income (expense)			Total
	(in thousands)
Assets:
Mortgage-backed securities at fair value	$	—	$	(369,023	)	$	—		$	13,252		$	(355,771	)
Loans acquired for sale at fair value		—		—			(380,377	)		—			(380,377	)
Loans at fair value		—		(218,585	)		—			(1,077	)		(219,662	)
Credit risk transfer strips		—		(57,655	)		—			—			(57,655	)
MSRs at fair value		437,500		—			—			—			437,500
	$	437,500	$	(645,263	)	$	(380,377	)	$	12,175		$	(575,965	)
Liabilities:
Interest-only security payable at fair value	$	—	$	(8,892	)	$	—		$	—		$	(8,892	)
Asset-backed financings at fair value		—		205,841			—			589			206,430
	$	—	$	196,949		$	—		$	589		$	197,538

	Six months ended June 30, 2021
	Net loan servicing fees			Net (losses) gains on investments and financings			Net gains on loans acquired for sale			Net interest income (expense)			Total
	(in thousands)
Assets:
Mortgage-backed securities at fair value	$	—		$	(41,865	)	$	—		$	(4,406	)	$	(46,271	)
Loans acquired for sale at fair value		—			—			(7,325	)		—			(7,325	)
Loans at fair value		—			(2,784	)		—			1,329			(1,455	)
ESS at fair value		—			1,037			—			1,280			2,317
Credit risk transfer strips		—			198,918			—			—			198,918
MSRs at fair value		(21,216	)		—			—			—			(21,216	)
	$	(21,216	)	$	155,306		$	(7,325	)	$	(1,797	)	$	124,968
Liabilities:
Interest-only security payable at fair value	$	—		$	(2,428	)	$	—		$	—		$	(2,428	)
Asset-backed financings at fair value		—			2,483			—			(456	)		2,027
	$	—		$	55		$	—		$	(456	)	$	(401	)

Financial Statement Item Measured at Fair Value on a Nonrecurring Basis

Following is a summary of the carrying value of assets that were remeasured during the period based on fair value on a nonrecurring basis:

Real estate acquired in settlement of loans	Level 1		Level 2		Level 3		Total
	(in thousands)
June 30, 2022	$	—	$	—	$	1,994	$	1,994
December 31, 2021	$	—	$	—	$	5,147	$	5,147

The following table summarizes the fair value changes recognized during the periods on assets held at period end that were remeasured at fair value on a nonrecurring basis:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Real estate asset acquired in settlement of loans	$	(204	)	$	(564	)	$	(314	)	$	(768	)

The Company remeasures its REO based on fair value when it evaluates the REO for impairment. The Company evaluates its REO for impairment with reference to the respective properties’ fair values less cost to sell. REO may be revalued after acquisition due to the Company receiving greater access to the property, the property being held for an extended period or receiving indications that the property’s fair value may not be supported by developing market conditions. Any subsequent change in fair value to a level that is less than or equal to the property’s cost is recognized in Results of real estate acquired in settlement of loans in the Company’s consolidated statements of operations.

Fair Value of Financial Instruments Carried at Amortized Cost

Most of the Company’s borrowings are carried at amortized cost. The Company’s Assets sold under agreements to repurchase, Mortgage loan participation purchase and sale agreements, Notes payable secured by credit risk transfer and mortgage servicing assets and Exchangeable senior notes are classified as “Level 3” fair value liabilities due to the Company’s reliance on unobservable inputs to estimate these instruments’ fair values.

The Company has concluded that the fair values of these borrowings other than Notes payable secured by credit risk transfer and mortgage servicing assets and Exchangeable senior notes approximate the agreements’ carrying values due to the borrowing agreements’ variable interest rates and short maturities.

Following are the carrying and fair values of the Notes payable secured by credit risk transfer and mortgage servicing assets and Exchangeable senior notes:

	June 30, 2022				December 31, 2021
Instrument	Carrying value		Fair value		Carrying value		Fair value
	(in thousands)
Notes payable secured by credit risk transfer and mortgage servicing assets	$	2,741,750	$	2,701,154	$	2,471,961	$	2,480,842
Exchangeable senior notes	$	544,803	$	497,680	$	502,459	$	536,460

The Company estimates the fair value of the Notes payable secured by credit risk transfer and mortgage servicing assets and Exchangeable senior notes using indications of fair value provided by nonaffiliate brokers.

Valuation Governance

Most of the Company’s assets, its Asset-backed financings at fair value, Interest-only security payable at fair value and Derivative and credit risk transfer strip liabilities at fair value are carried at fair value with changes in fair value recognized in current period results of operations. A substantial portion of these items are “Level 3” fair value assets and liabilities which require the use of unobservable inputs that are significant to the estimation of the fair values of the assets and liabilities. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability and are based on the best information available under the circumstances.

Due to the difficulty in estimating the fair values of “Level 3” fair value assets and liabilities, the Company has assigned responsibility for estimating the fair value of these assets and liabilities to specialized staff and subjects the valuation process to significant senior management oversight:

•

PFSI’s Financial Analysis and Valuation group (the “FAV group”) is responsible for estimating the fair values of “Level 3” fair value assets and liabilities other than IRLCs and maintaining its valuation policies and procedures.

•

PFSI’s Capital Markets Risk Management staff develops the fair value of the Company’s IRLCs which is reviewed by PFSI’s Capital Markets Operations group.

With respect to the non-IRLC “Level 3” valuations, the FAV group reports to PFSI’s senior management valuation committee, which oversees the valuations. The FAV group monitors the models used for valuation of the Company’s “Level 3” fair value assets and liabilities other than IRLCs, including the models’ performance versus actual results, and reports those results to PFSI’s senior management valuation committee. PFSI’s senior management valuation committee includes the Company’s chief financial, investment and credit officers as well as other senior members of the Company’s finance, capital markets and risk management staffs.

The FAV group is responsible for reporting to PFSI’s senior management valuation committee on the changes in the valuation of the non-IRLC “Level 3” fair value assets and liabilities, including major factors affecting the valuation and any changes in model methods and inputs. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of changes to the significant inputs to the models.

Valuation Techniques and Inputs

The following is a description of the techniques and inputs used in estimating the fair values of “Level 2” and “Level 3” fair value assets and liabilities:

Mortgage-Backed Securities

The Company categorizes its current holdings of securities accounted for as MBS as “Level 2” fair value assets. Fair value of these MBS is established based on quoted market prices for the Company’s MBS holdings or similar securities. Changes in the fair value of MBS are included in Net (losses) gains on investments and financings in the consolidated statements of operations.

Loans

Fair value of loans is estimated based on whether the loans are saleable into active markets:

•

Loans that are saleable into active markets, comprised of most of the Company’s loans acquired for sale at fair value and all of the loans at fair value held in VIEs, are categorized as “Level 2” fair value assets:

•

For loans acquired for sale, the fair values are established using the loans’ contracted selling price or quoted market price or market price equivalent.

•

For the loans at fair value held in VIEs, the quoted indications of fair value of all of the individual securities issued by the securitization trusts are used to derive fair values for the loans. The Company obtains indications of fair value from nonaffiliated brokers based on comparable securities and validates the brokers’ indications of fair value using pricing models and inputs the Company believes are similar to the models and inputs used by other market participants. The Company adjusts the fair values received from brokers to include the fair value of MSRs attributable to the loans held by the Company included in the VIEs.

•

Loans that are not saleable into active markets, comprised of previously sold loans that the Company repurchased pursuant to the representation and warranties it provided to the purchaser and distressed loans, are categorized as “Level 3” fair value assets:

•

Fair value for loans acquired for sale categorized as “Level 3” assets is estimated using a discounted cash flow approach. Inputs to the discounted cash flow model include current interest rates, loan amount, payment status, property type, discount rates and forecasts of future interest rates, home prices, prepayment speeds, default speeds, loss severities or contracted selling price when applicable.

•

Fair value for distressed loans is estimated based on the expected resolution to be realized from the individual asset’s disposition strategy. When a cash flow projection is used to estimate the fair value of the resolution, those cash flows are discounted at annual rates up to 20%.

Derivative and Credit Risk Transfer Strip Assets and Liabilities

CRT Derivatives

The Company categorizes CRT derivatives as “Level 3” fair value assets and liabilities. The fair value of CRT derivatives is based on indications of fair value provided to the Company by nonaffiliated brokers for the certificates representing the beneficial interests in the trusts holding the Deposits securing credit risk transfer arrangements pledged to creditors, the Recourse Obligations and the IO ownership interests. Together, the Recourse Obligation and the IO ownership interest comprise the CRT derivative. Fair value of the CRT derivative is derived by deducting the balance of the Deposits securing credit risk transfer arrangements pledged to creditors from the fair value of the certificates.

The Company assesses the fair values it receives from nonaffiliated brokers using the discounted cash flow approach. The significant unobservable inputs used by the Company in its review and approval of the valuation of CRT derivatives are the discount rate, voluntary and involuntary prepayment speeds and the remaining loss (recovery) expectations of the reference loans. Changes in fair value of CRT derivatives are included in Net (losses) gains on investments and financings in the consolidated statements of operations.

Following is a quantitative summary of key unobservable inputs used in the Company’s review and approval of broker-provided fair values for CRT derivatives:

	June 30, 2022		December 31, 2021
	(dollars in thousands)
Fair value
CRT derivatives
Assets	$	324	$	19,627
Liabilities	$	22,835	$	663
UPB of loans in reference pools	$	6,405,498	$	7,426,288
Key inputs (1)
Discount rate
Range	6.0% – 9.4%		3.3% – 5.9%
Weighted average	9.1%		5.7%
Voluntary prepayment speed (2)
Range	5.7% – 6.1%		12.6% – 13.1%
Weighted average	5.8%		12.7%
Involuntary prepayment speed (3)
Range	0.4% – 1.1%		(0.1)% – 0.8%
Weighted average	0.5%		0.1%
Remaining loss (recovery) expectation (4)
Range	0.6% – 0.7%		(0.1)% – 0.6%
Weighted average	0.6%		0.1%

(1)	Weighted average inputs are based on fair value amounts of the CRT Agreements, except for remaining loss expectation which is based on the UPB of the loans in the reference pools.

(2)	Voluntary prepayment speed is measured using Life Voluntary Conditional Prepayment Rate (“CPR”).

(3)

Involuntary prepayment speed is measured using Life Involuntary CPR. Negative involuntary prepayment speed reflects the expectation for reinstatement to the reference pool of a portion of the loans that previously triggered contractual losses due to delinquency while under CARES Act forbearance upon their expected re-performance, as contractually provided for in certain CRT Agreements.

(4)

Remaining loss (recovery) expectation is measured as expected future contractual losses divided by the UPB of the reference loans. Negative remaining loss expectation reflects the expectation of contractual reversals of previously incurred contractual losses due to the expected re-performance of a portion of the loans that experienced delinquency while under CARES Act forbearance.

Interest Rate Lock Commitments

The Company categorizes IRLCs as “Level 3” fair value assets and liabilities. The Company estimates the fair value of IRLCs based on quoted Agency MBS prices, the probability that the loan will be purchased under the commitment (the “pull-through rate”) and the Company’s estimate of the fair value of the MSRs it expects to receive upon sale of the loan.

The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the estimated MSR attributed to the mortgage loans subject to the commitments. Significant changes in the pull-through rate or the MSR component of the IRLCs, in isolation, may result in a significant change in the IRLCs’ fair value. The financial effects of changes in these inputs are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLCs’ fair value, but also increase the pull-through rate for the loan principal and interest payment cash flow component that has decreased in fair value. Changes in fair value of IRLCs are included in Net gains on loans acquired for sale in the consolidated statements of operations.

Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:

	June 30, 2022			December 31, 2021
Fair value (in thousands) (1)	$	(1,656	)	$	2,451
Committed amount (in thousands)	$	1,944,700		$	2,092,129
Key inputs (2)
Pull-through rate
Range	62.0% – 100%			64.3% – 100%
Weighted average	94.1%			91.4%
MSR fair value expressed as:
Servicing fee multiple
Range	2.0 – 7.7			0.5 – 6.3
Weighted average		5.0		4.5
Percentage of UPB
Range	0.5% – 3.0%			0.3% – 2.7%
Weighted average	1.7%			1.5%

(1)	For purposes of this table, IRLC asset and liability positions are shown net.

(2)	Weighted-average inputs are based on the committed amounts.

Hedging Derivatives

Fair value of derivative financial instruments actively traded on exchanges are categorized by the Company as “Level 1” fair value assets and liabilities. Fair values of derivative financial instruments based on observable interest rates, volatilities and prices in the MBS or other markets are categorized by the Company as “Level 2” fair value assets and liabilities. Changes in the fair value of hedging derivatives are included in Net loan servicing fees – From nonaffiliates – Mortgage servicing rights hedging results, Net (losses) gains on investments and financings, or Net gains on loans acquired for sale, as applicable, in the consolidated statements of operations.

Credit Risk Transfer Strips

The Company categorizes CRT strips as “Level 3” fair value assets or liabilities. The fair value of CRT strips is based on indications of fair value provided to the Company by nonaffiliated brokers for the securities representing the beneficial interests in the trust holding the Deposits securing credit risk transfer arrangements pledged to creditors, the IO ownership interest and Recourse Obligation. Together, the IO ownership interest and the Recourse Obligation comprise the CRT strips.

Fair value of the CRT strips is derived by deducting the balance of the Deposits securing credit risk transfer arrangements pledged to creditors from the fair value of the securities derived from indications provided by the nonaffiliated brokers. Through December 31, 2021, the Company applied adjustments to the fair value derived from these indications to account for contractual restrictions limiting PMT’s ability to sell certain of the certificates. During the quarter ended March 31, 2022, the contractual restrictions on the Company’s ability to sell the certificates were removed. Therefore, the Company did not include adjustments relating to restrictions on the transfer of certificates in the fair value of the certificates as of June 30, 2022.

The Company assesses the indications of fair value it receives from nonaffiliated brokers using the discounted cash flow approach. The significant unobservable inputs used by the Company in its review and approval of the valuation of the CRT strips are the discount rate, voluntary and involuntary prepayment speeds and the remaining loss expectations of the reference loans. Changes in fair value of CRT strips are included in Net (losses) gains on investments and financings.

Following is a quantitative summary of key unobservable inputs used in the Company’s review and approval of the adjusted broker-provided fair values used to derive the value of the CRT strip liabilities:

	June 30, 2022		December 31, 2021
	(dollars in thousands)
Fair value	$	118,333	$	26,837
UPB of loans in the reference pools	$	19,922,065	$	23,382,619
Key inputs (1)
Discount rate
Range	4.5% – 10.3%		3.8% – 6.4%
Weighted average	9.5%		6.0%
Voluntary prepayment speed (2)
Range	5.6% – 6.8%		14.9% – 17.6%
Weighted average	5.8%		17.2%
Involuntary prepayment speed (3)
Range	0.3% – 1.2%		0.5% – 1.4%
Weighted average	0.5%		0.6%
Remaining loss expectation (4)
Range	0.5% – 1.8%		0.3% – 1.1%
Weighted average	0.7%		0.5%

(1)	Weighted average inputs are based on fair value amounts of the CRT arrangements, except for remaining loss expectation which is based on the UPB of the loans in the reference pools.

(2)	Voluntary prepayment speed is measured using Life Voluntary CPR.

(3)	Involuntary prepayment speed is measured using Life Involuntary CPR.

(4)	Remaining loss expectation is measured as expected future losses divided by the UPB of the loans in the reference pools.

Mortgage Servicing Rights

The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The fair value of MSRs is derived from the net positive cash flows associated with the servicing agreements. The Company receives a servicing fee based on the remaining UPB of the loans subject to the servicing agreements. The Company generally has the right to receive other remuneration including various mortgagor-contracted fees such as late charges and collateral reconveyance charges, and the Company is generally entitled to retain any placement fees earned on funds held pending remittance of mortgagor principal, interest, tax and insurance payments.

The key inputs used in the estimation of the fair value of MSRs include the prepayment speeds of the underlying loans, the applicable pricing spread, and the annual per-loan cost to service the loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not directly related. Changes in the fair value of MSRs are included in Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in the consolidated statements of operations.

MSRs are generally subject to loss in fair value when mortgage interest rates decrease, when returns required by market participants (pricing spreads) increase, or when annual per-loan cost of servicing increases. Reductions in the fair value of MSRs affect income primarily through recognition of the change in fair value.

Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(MSR recognized and UPB of underlying loans amounts in thousands)
MSR recognized	$	170,658	$	412,938	$	365,254	$	820,634
UPB of underlying loans	$	10,299,805	$	29,585,783	$	22,228,977	$	62,034,674
Weighted average annual servicing fee rate (in basis points)	32		27		31		27
Key inputs (1)
Prepayment speed (2)
Range	6.0% – 17.7%		6.2% – 8.9%		6.0% – 17.7%		6.0% – 9.3%
Weighted average	8.9%		8.0%		8.7%		7.8%
Equivalent average life (in years)
Range	4.2 - 8.3		3.9 - 8.7		4.0 - 8.4		3.9 – 8.9
Weighted average	8.1		8.1		8.1		8.3
Pricing spread (3)
Range	5.6% – 8.9%		6.0% – 8.0%		5.6% – 8.9%		6.0% – 8.0%
Weighted average	6.4%		6.8%		6.5%		7.4%
Annual per-loan cost of servicing
Range	$80 – $80		$80 – $81		$80 – $80		$80 – $81
Weighted average	$80		$80		$80		$80

(1)	Weighted average inputs are based on UPB of the underlying loans.

(2)	Prepayment speed is measured using Life Total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information.

(3)

Through December 31, 2021, the Company applied pricing spreads to the forward rates implied by the United States Dollar London Inter-Bank Offered Rate (“LIBOR”)/swap curve for purposes of discounting cash flows relating to MSRs. Effective January 1, 2022, the Company adopted the United States Treasury (“Treasury”) securities yield curve for purpose of discounting cash flows relating to MSRs. The change in reference rate did not have a significant effect on the Company’s estimates of fair value.

Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those inputs:

	June 30, 2022		December 31, 2021
	(Fair value, UPB of underlying loans and effect on fair value amounts in thousands)
Fair value	$	3,695,609	$	2,892,855
UPB of underlying loans	$	222,502,163	$	216,065,626
Weighted average annual servicing fee rate (in basis points)	28		28
Weighted average note interest rate	3.3%		3.0%
Key inputs (1)
Prepayment speed (2)
Range	5.8% – 17.5%		5.5% – 12.5%
Weighted average	6.9%		8.2%
Equivalent average life (in years)
Range	3.5 – 8.9		3.5 – 9.1
Weighted average	8.6		8.1
Effect on fair value of (3):
5% adverse change	$(54,269)		$(59,726)
10% adverse change	$(106,815)		$(117,162)
20% adverse change	$(207,063)		$(225,672)
Pricing spread (4)
Range	4.9% – 8.9%		6.0% – 8.0%
Weighted average	5.8%		7.2%
Effect on fair value of (3):
5% adverse change	$(50,211)		$(39,826)
10% adverse change	$(99,131)		$(78,613)
20% adverse change	$(193,274)		$(153,220)
Annual per-loan cost of servicing
Range	$79 – $81		$80 – $81
Weighted average	$80		$80
Effect on fair value of (3):
5% adverse change	$(20,144)		$(17,585)
10% adverse change	$(40,289)		$(35,169)
20% adverse change	$(80,578)		$(70,338)

(1)	Weighted-average inputs are based on the UPB of the underlying loans.

(2)	Prepayment speed is measured using Life Total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information.

(3)

These sensitivity analyses are limited in that they were performed as of a particular date; only account for the estimated effect of the movements in the indicated inputs; do not incorporate changes in those inputs in relation to other inputs; are subject to the accuracy of the models and inputs used; and do not incorporate other factors that would affect the Company’s overall financial performance in such events, including operational adjustments to account for changing circumstances. For these reasons, the preceding estimates should not be viewed as earnings forecasts.

(4)

Through December 31, 2021, the Company applied pricing spreads to the forward rates implied by the United States Dollar LIBOR/swap curve for purposes of discounting cash flows relating to MSRs. Effective January 1, 2022, the Company adopted the Treasury securities yield curve for purpose of discounting cash flows relating to MSRs. The change in reference rate did not have a significant effect on the Company’s estimates of fair value.

Real Estate Acquired in Settlement of Loans

REO is measured based on its fair value on a nonrecurring basis and is categorized as a “Level 3” fair value asset. Fair value of REO is established by using a current estimate of fair value from either a broker’s price opinion, a full appraisal, or the price given in a pending contract of sale.

REO fair values are reviewed by PLS staff appraisers when the Company obtains multiple indications of fair value and there is a significant difference between the indications of fair value. PLS staff appraisers will attempt to resolve the difference between the indications of fair value. In circumstances where the staff appraisers are not able to generate adequate data to support a fair value conclusion, the staff appraisers obtain an additional appraisal to determine fair value. Recognized changes in the fair value of REO are included in Results of real estate acquired in settlement of loans in the consolidated statements of operations.

Note 8— Mortgage-Backed Securities

Following is a summary of activity in the Company’s investment in MBS:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Balance at beginning of period	$	3,070,330		$	1,916,485		$	2,666,768		$	2,213,922
Purchases		2,099,102			423,660			2,760,876			1,682,849
Sales		(1,079,826	)		—			(1,079,826	)		(1,300,653	)
Repayments		(68,695	)		(57,650	)		(138,971	)		(239,983	)
Changes in fair value included in income arising from:
Accrual (amortization) of net purchase premiums		14,663			(1,883	)		13,252			(4,406	)
Valuation adjustments		(182,498	)		29,252			(369,023	)		(41,865	)
		(167,835	)		27,369			(355,771	)		(46,271	)
Balance at end of period	$	3,853,076		$	2,309,864		$	3,853,076		$	2,309,864

Following is a summary of the Company’s investment in MBS:

	June 30, 2022
	Principal balance		Unamortized net purchase premiums (discounts)			Accumulated valuation changes			Fair value (1)
	(in thousands)
Agency fixed-rate pass-through securities	$	3,930,972	$	33,727		$	(252,538	)	$	3,712,161
Subordinate credit-linked securities		125,620		(218	)		(8,773	)		116,629
Senior non-Agency securities		28,911		(903	)		(3,722	)		24,286
	$	4,085,503	$	32,606		$	(265,033	)	$	3,853,076

	December 31, 2021
	Principal balance		Unamortized net purchase premiums		Accumulated valuation changes			Fair value (1)
	(in thousands)
Agency fixed-rate pass-through securities	$	2,649,238	$	82,938	$	(65,408	)	$	2,666,768

(1)	All MBS have maturities of more than ten years and are pledged to secure Assets sold under agreements to repurchase at June 30, 2022 and December 31, 2021.

Note 9—Loans Acquired for Sale at Fair Value

Following is a summary of the distribution of the Company’s loans acquired for sale at fair value:

Loan type	June 30, 2022		December 31, 2021
	(in thousands)
Government-Sponsored Entity eligible (1)	$	1,464,416	$	3,825,901
Held for sale to PLS ‒ Government insured or guaranteed (2)		305,730		314,995
Jumbo		3,143		—
Home equity lines of credit		2,872		3,265
Commercial real estate		—		964
Repurchased pursuant to representations and warranties		17,504		25,900
	$	1,793,665	$	4,171,025
Loans pledged to secure:
Assets sold under agreements to repurchase	$	1,657,609	$	4,007,377
Mortgage loan participation purchase and sale agreements		83,700		52,102
	$	1,741,309	$	4,059,479

(1)	Government-Sponsored Entity eligibility refers to loans’ eligibility for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its Government-Sponsored Entity eligible loan production to or with other investors.

(2)

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

Note 10—Loans at Fair Value

Loans at fair value are comprised primarily of loans held in VIEs securing asset-backed financings as discussed in Note 6 –Variable Interest Entities – Subordinate Mortgage-Backed Securities.

Following is a summary of the distribution of the Company’s loans at fair value:

Loan type	June 30, 2022		December 31, 2021
	(in thousands)
Loans in VIEs:
Agency-conforming loans secured by investment properties	$	1,593,886	$	1,495,914
Fixed interest rate jumbo loans		56,618		68,651
		1,650,504		1,564,565
Distressed loans		3,979		4,161
	$	1,654,483	$	1,568,726
Loans at fair value pledged to secure:
Asset-backed financings at fair value (1)	$	1,650,504	$	1,564,565
Assets sold under agreements to repurchase		362		359
	$	1,650,866	$	1,564,924

(1)

As discussed in Note 6 ‒ Variable Interest Entities ‒ Subordinate Mortgage-Backed Securities, the Company holds a portion of the securities issued by the VIEs. At June 30, 2022 and December 31, 2021, $90.9 million and $85.3 million, respectively, of such retained certificates were pledged to secure Assets sold under agreements to repurchase.

Note 11—Derivative and Credit Risk Transfer Strip Assets and Liabilities

Derivative and credit risk transfer assets and liabilities are summarized below:

	June 30, 2022		December 31, 2021
	(in thousands)
Derivative assets	$	17,372	$	34,238

Derivative liabilities	$	160,166	$	15,369
Credit risk transfer strip liabilities		118,333		26,837
	$	278,499	$	42,206

Derivative Activities

The Company holds and issues derivative financial instruments in connection with its operating, investing and financing activities. Derivative financial instruments are created as a result of certain of the Company’s operations and the Company also enters into derivative transactions as part of its interest rate risk management activities.

Derivative financial instruments created as a result of the Company’s operations include:

•

IRLCs that are created when the Company commits to purchase loans acquired for sale; and

•

CRT Agreements whereby the Company retained a Recourse Obligation relating to certain loans it sold into Fannie Mae guaranteed securitizations as part of the retention of IO ownership interests in such loans.

The Company engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by the effects of changes in interest rates on the fair value of certain of its assets and liabilities. The Company bears price risk related to its mortgage production, servicing assets and MBS financing activities due to changes in market interest rates as discussed below:

•

The Company is exposed to losses if market mortgage interest rates increase, because market interest rate increases generally cause the fair value of MBS, IRLCs and loans acquired for sale to decrease.

•

The Company is exposed to losses if market mortgage interest rates decrease, because market interest rate decreases generally cause the fair value of MSRs to decrease.

To manage the price risk resulting from these interest rate risks, the Company uses derivative financial instruments with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s MBS, inventory of loans acquired for sale, IRLCs, and MSRs.

The Company records all derivative and CRT strip assets and liabilities at fair value and records changes in fair value in current period results of operations. The Company does not designate and qualify any of its derivative financial instruments for hedge accounting.

Cash flows from derivative financial instruments relating to hedging of IRLCs and loans acquired for sale are included in Cash flows from operating activities in Sale to nonaffiliates and repayment of loans acquired for sale at fair value. Cash flows from derivative financial instruments relating to hedging of MBS and MSRs are included in Cash flows from investing activities.

Derivative Notional Amounts and Fair Value of Derivatives

The Company had the following derivative assets and liabilities recorded within Derivative assets and Derivative and credit risk transfer strip liabilities and related margin deposits recorded in Other assets on the consolidated balance sheets:

	June 30, 2022							December 31, 2021
			Fair value							Fair value
	Notional		Derivative			Derivative		Notional		Derivative			Derivative
Instrument	amount (1)		assets			liabilities		amount (1)		assets			liabilities
	(in thousands)
Hedging derivatives subject to master netting arrangements (2):
Call options on interest rate futures purchase contracts		655,000	$	1,771		$	—		1,450,000	$	2,828		$	—
Put options on interest rate futures purchase contracts		2,000,000		6,297			—		1,775,000		3,180			—
Forward purchase contracts		4,676,090		47,805			5,833		6,945,340		5,806			3,620
Forward sale contracts		11,857,731		46,981			91,997		10,466,182		6,307			13,782
MBS put options		500,000		2,298			—		3,400,000		3,662			—
Swaption purchase contracts		—		—			—		2,200,000		39			—
Swap futures		—		—			—		1,425,100		—			—
Bond futures		121,800		—			—		181,800		—			—
Other derivatives not subject to master netting arrangements:
CRT derivatives		6,405,498		324			22,835		7,426,288		19,627			663
Interest rate lock commitments		1,944,700		5,997			7,653		2,092,129		3,897			1,446
Total derivatives before netting				111,473			128,318				45,346			19,511
Netting				(94,101	)		31,848				(11,108	)		(4,142	)
			$	17,372		$	160,166			$	34,238		$	15,369
Margin deposits received from derivative counterparties, net			$	125,950						$	6,965
Derivative assets pledged to secure:
Notes payable secured by credit risk transfer and mortgage servicing assets			$	324						$	19,627

(1)	Notional amounts provide an indication of the volume of the Company’s derivative activity.

(2)	All hedging derivatives are interest rate derivatives that are used as economic hedges.

Netting of Financial Instruments

The Company has elected to net derivative asset and liability positions, and cash collateral placed with or received from its derivatives counterparties when subject to a legally enforceable master netting arrangement. The derivative financial instruments that are not subject to master netting arrangements are CRT derivatives and IRLCs. As of June 30, 2022 and December 31, 2021, the Company was not a party to any reverse repurchase agreements or securities lending transactions that are required to be disclosed in the following tables.

Derivative Assets, Financial Instruments and Collateral Held by Counterparty

The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for setoff accounting.

	June 30, 2022								December 31, 2021
	Net amount		Gross amounts						Net amount		Gross amounts
	of assets		not offset in the						of assets		not offset in the
	presented		consolidated						presented		consolidated
	in the		balance sheet						in the		balance sheet
	consolidated				Cash				consolidated				Cash
	balance		Financial		collateral		Net		balance		Financial		collateral		Net
	sheet		instruments		received		amount		sheet		instruments		received		amount
	(in thousands)
CRT derivatives	$	324	$	—	$	—	$	324	$	19,627	$	—	$	—	$	19,627
Interest rate lock commitments		5,997		—		—		5,997		3,897		—		—		3,897
RJ O’Brien & Associates, LLC		8,068		—		—		8,068		6,008		—		—		6,008
Jefferies & Company, Inc.		853		—		—		853		119		—		—		119
J.P. Morgan Securities LLC		—		—		—		—		2,085		—		—		2,085
Bank of America, N.A.		—		—		—		—		1,958		—		—		1,958
Other		2,130		—		—		2,130		544		—		—		544
	$	17,372	$	—	$	—	$	17,372	$	34,238	$	—	$	—	$	34,238

Derivative Liabilities, Financial Liabilities and Collateral Pledged by Counterparty

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amount recorded on the consolidated balance sheet.

	June 30, 2022									December 31, 2021
	Net amount		Gross amounts							Net amount		Gross amounts
	of liabilities		not offset in the							of liabilities		not offset in the
	presented		consolidated							presented		consolidated
	in the		balance sheet							in the		balance sheet
	consolidated		Financial			Cash				consolidated		Financial			Cash
	balance		instruments			collateral		Net		balance		instruments			collateral		Net
	sheet		(1)			pledged		amount		sheet		(1)			pledged		amount
	(in thousands)
Interest rate lock commitments	$	7,653	$	—		$	—	$	7,653	$	1,446	$	—		$	—	$	1,446
CRT derivatives		22,835		—			—		22,835		663		—			—		663
Bank of America, N.A.		1,194,022		(1,191,725	)		—		2,297		1,088,417		(1,088,417	)		—		—
J.P. Morgan Securities LLC		1,184,727		(1,178,058	)		—		6,669		726,762		(726,762	)		—		—
RBC Capital Markets, L.P.		756,436		(756,436	)		—		—		1,293,754		(1,293,754	)		—		—
Barclays Capital Inc.		760,181		(752,422	)		—		7,759		1,086,104		(1,085,723	)		—		381
Credit Suisse Securities (USA) LLC		635,078		(613,966	)		—		21,112		832,610		(830,954	)		—		1,656
Daiwa Capital Markets		475,001		(474,007	)		—		994		495,973		(495,973	)		—		—
Amherst Pierpont Securities LLC		254,299		(254,299	)		—		—		125,090		(125,090	)		—		—
Wells Fargo Securities, LLC		152,688		(147,590	)		—		5,098		106,088		(104,674	)		—		1,414
Citigroup Global Markets Inc.		114,511		(104,952	)		—		9,559		131,312		(129,016	)		—		2,296
Morgan Stanley & Co. LLC		133,558		(70,642	)		—		62,916		412,321		(410,413	)		—		1,908
BNP Paribas Corporate & Institutional Banking		67,904		(67,214	)		—		690		171,185		(171,185	)		—		—
Goldman Sachs & Co. LLC		46,732		(36,674	)		—		10,058		217,459		(212,580	)		—		4,879
Other		2,526		—			—		2,526		726		—			—		726
	$	5,808,151	$	(5,647,985	)	$	—	$	160,166	$	6,689,910	$	(6,674,541	)	$	—	$	15,369

(1)	Amounts represent the UPB of Assets sold under agreements to repurchase.

Following are the net gains (losses) recognized by the Company on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:

		Quarter ended June 30,						Six months ended June 30,
Derivative activity	Consolidated statement of operations line	2022			2021			2022			2021
		(in thousands)
Interest rate lock commitments	Net gains on loans acquired for sale (1)	$	21,809		$	94,605		$	(4,107	)	$	(42,638	)
CRT derivatives	Net (losses) gains on investments and financings	$	(5,583	)	$	19,200		$	(11,431	)	$	55,570
Hedged item:
Interest rate lock commitments and loans acquired for sale	Net gains on loans acquired for sale	$	135,719		$	(166,100	)	$	387,618		$	131,376
Mortgage servicing rights	Net loan servicing fees	$	(78,118	)	$	94,116		$	(241,920	)	$	(280,287	)
Fixed-rate and prepayment sensitive assets and repurchase agreements	Net (losses) gains on investments and financings	$	—		$	75		$	—		$	51

(1)

Represents net change in fair value of IRLCs from the beginning to the end of the reporting period. Amounts recognized at the date of commitment and fair value changes recognized during the period until purchase of the underlying loan or cancellation of the commitment are shown in the rollforward of IRLCs for the period in Note 7 – Fair Value – Financial Statement Items Measured at Fair Value on a Recurring Basis.

Credit Risk Transfer Strips

Following is a summary of the Company’s holdings of CRT strips:

Credit risk transfer strips contractually restricted from sale (1)	June 30, 2022			December 31, 2021
	(in thousands)
Currently unrestricted	$	(118,333	)	$	5,978
To maturity		—			(32,815	)
	$	(118,333	)	$	(26,837	)

(1)

Through December 31, 2021, the terms of the agreement underlying the CRT securities restricted sales of the securities, other than under agreements to repurchase, without the approval of Fannie Mae, for specified periods from the date of issuance. The restriction on sales was removed during the quarter ended March 31, 2022.

Note 12—Mortgage Servicing Rights

Following is a summary of MSRs:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Balance at beginning of period	$	3,391,172		$	2,441,214		$	2,892,855		$	1,755,236
MSRs resulting from loan sales		170,658			412,938			365,254			820,634
Changes in fair value:
Due to changes in inputs used in valuation model (1)		220,422			(229,885	)		613,062			107,782
Other changes in fair value (2)		(86,643	)		(69,613	)		(175,562	)		(128,998	)
		133,779			(299,498	)		437,500			(21,216	)
Recombination with loans at fair value resulting from initial consolidation of a VIE (3)		—			(3,281	)		—			(3,281	)
Balance at end of period	$	3,695,609		$	2,551,373		$	3,695,609		$	2,551,373

June 30, 2022

December 31, 2021

(in thousands)

Fair value of mortgage servicing rights pledged to secure

Assets sold under agreements to repurchase and Notes

payable secured by credit risk transfer and mortgage

servicing assets

3,652,763

2,863,544

(1)	Primarily reflects changes in prepayment speed, pricing spread, servicing cost, and UPB for the underlying loans.

(2)	Represents changes due to realization of expected cash flows.

(3)

As discussed in Note 6 ‒ Variable Interest Entities – Subordinate Mortgage-Backed Securities, the Company consolidates certain VIEs. During 2021, the Company initially consolidated a VIE holding loans for which it had previously recognized MSRs. Upon initial consolidation of the VIE, the Company recombined the MSRs with the loans in the consolidated VIE to Loans at fair value.

Servicing fees relating to MSRs are recorded in Net loan servicing fees – From nonaffiliates on the Company’s consolidated statements of operations and are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Contractually-specified servicing fees	$	151,149	$	124,019	$	298,034	$	240,306
Ancillary and other fees:
Late charges		609		351		1,221		763
Other		6,570		24,551		15,072		40,384
		7,179		24,902		16,293		41,147
	$	158,328	$	148,921	$	314,327	$	281,453
Average MSR servicing portfolio	$	220,402,133	$	191,539,208	$	219,051,445	$	184,477,096

Note 13— Other Assets

Other assets are summarized below:

	June 30, 2022		December 31, 2021
	(in thousands)
Correspondent lending receivables	$	119,856	$	27,539
Margin deposits		82,417		193,418
Interest receivable		20,155		15,168
Real estate acquired in settlement of loans		10,747		14,382
Servicing fees receivable		9,840		16,756
Other receivables		6,490		15,299
Other		7,685		3,737
	$	257,190	$	286,299
Real estate acquired in settlement of loans pledge to secure Assets sold under agreements to repurchase	$	5,815	$	7,293

Note 14— Short-Term Debt

The borrowing facilities described throughout these Notes 14 and 15 contain various covenants, including financial covenants governing the Company’s net worth, debt-to-equity ratio and liquidity. Management believes that the Company was in compliance with these covenants as of June 30, 2022.

Assets Sold Under Agreements to Repurchase

Following is a summary of financial information relating to assets sold under agreements to repurchase:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollars in thousands)
Weighted average interest rate (1)		1.75	%		1.34	%		1.42	%		1.47	%
Average balance	$	5,293,064		$	5,733,765		$	5,147,290		$	5,862,480
Total interest expense	$	25,048		$	23,282		$	40,619		$	51,941
Maximum daily amount outstanding	$	6,543,551		$	7,198,610		$	8,187,913		$	8,440,669

(1)	Excludes the effect of amortization of debt issuance costs of $1.9 million and $4.4 million for the quarter and six months ended June 30, 2022, respectively, and $4.1 million and $9.2 million for the quarter and six months ended June 30, 2021, respectively.

	June 30, 2022			December 31, 2021
	(dollars in thousands)
Carrying value:
Unpaid principal balance funded under:
Committed facilities	$	4,970,029		$	5,799,975
Uncommitted facilities		677,956			874,566
		5,647,985			6,674,541
Unamortized debt issuance costs		(1,583	)		(2,651	)
	$	5,646,402		$	6,671,890
Weighted average interest rate		2.24	%		1.08	%
Available borrowing capacity (1):
Committed	$	836,279		$	289,436
Uncommitted		4,929,545			4,875,433
	$	5,765,824		$	5,164,869
Margin deposits placed with counterparties included in Other assets	$	26,382		$	67,997
Assets securing agreements to repurchase:
Mortgage-backed securities	$	3,853,076		$	2,666,768
Loans acquired for sale at fair value	$	1,657,609		$	4,007,377
Loans at fair value:
Certificates retained in asset-backed financings	$	90,929		$	85,266
Distressed	$	362		$	359
Deposits securing CRT arrangements	$	94,187		$	—
Mortgage servicing rights (2)	$	1,961,726		$	1,598,090
Servicing advances	$	41,771		$	93,455
Real estate acquired in settlement of loans	$	5,815		$	7,293

(1)	The amount the Company is able to borrow under asset repurchase agreements is tied to the fair value of unencumbered assets eligible to secure those agreements and the Company’s ability to fund the agreements’ margin requirements relating to the assets financed.

(2)	Beneficial interests in Fannie Mae MSRs are pledged for both Assets sold under agreements to repurchase and Notes payable secured by credit risk transfer and mortgage servicing assets.

Following is a summary of maturities of outstanding advances under repurchase agreements by maturity date:

Remaining maturity at June 30, 2022	Unpaid principal balance
	(in thousands)
Within 30 days	$	3,705,245
Over 30 to 90 days		926,304
Over 90 days to 180 days		756,436
Over 180 days to 1 year		—
Over 1 year to 2 years		260,000
	$	5,647,985
Weighted average maturity (in months)		2.3

The Company is subject to margin calls during the period the repurchase agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective repurchase agreements mature if the fair value (as determined by the applicable lender) of the assets securing those repurchase agreements decreases.

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company’s assets sold under agreements to repurchase is summarized by pledged asset and counterparty below as of June 30, 2022:

Loans, REO and MSRs

			Weighted-average maturity
Counterparty	Amount at risk		Advances	Facility
	(in thousands)
Bank of America, N.A.	$	18,808	August 4, 2022	June 5, 2024
JPMorgan Chase & Co.	$	1,421	September 5, 2022	June 17, 2024
RBC Capital Markets, L.P.	$	38,492	October 16, 2022	May 10, 2023
Barclays Capital Inc.	$	2,888	September 6, 2022	November 3, 2022
Citibank, N.A.	$	13,235	September 27, 2022	April 26, 2024
Credit Suisse First Boston Mortgage Capital LLC	$	23,612	September 18, 2022	May 31, 2024
Wells Fargo Securities, LLC	$	4,835	September 10, 2022	November 17, 2023
Morgan Stanley & Co. LLC	$	6,625	September 10, 2022	January 3, 2024
BNP Paribas Corporate & Institutional Banking	$	3,313	September 3, 2022	July 31, 2023
Goldman Sachs & Co. LLC	$	1,073	September 12, 2022	December 23, 2022

Securities

Counterparty	Amount at risk		Weighted average maturity
	(in thousands)
Bank of America, N.A.	$	48,838	July 15, 2022
JPMorgan Chase & Co.	$	55,510	July 18, 2022
Barclays Capital Inc.	$	30,337	July 13, 2022
Citibank, N.A.	$	19,267	August 23, 2022
Daiwa Capital Markets America Inc.	$	20,149	July 22, 2022
Amherst Pierpont Securities LLC	$	10,521	July 25, 2022
Wells Fargo Securities, LLC	$	2,709	July 8, 2022

CRT arrangements

Counterparty	Amount at risk		Weighted average maturity
	(in thousands)
Bank of America, N.A.	$	31,756	July 28, 2022

Mortgage Loan Participation Purchase and Sale Agreement

One of the borrowing facilities secured by loans acquired for sale is in the form of a mortgage loan participation purchase and sale agreement. Participation certificates, each of which represents an undivided beneficial ownership interest in a pool of loans that have been pooled with Fannie Mae or Freddie Mac, are sold to the lender pending the securitization of such loans and the sale of the resulting security. The commitment between the Company and a nonaffiliate to sell such security is also assigned to the lender at the time a participation certificate is sold.

The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount. The holdback amount is based on a percentage of the purchase price and is not required to be paid to the Company until the settlement of the security and its delivery to the lender.

The mortgage loan participation purchase and sale agreement is summarized below:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollars in thousands)
Weighted average interest rate (1)		2.38	%		1.36	%		2.00	%		1.38	%
Average balance	$	33,908		$	32,152		$	34,854		$	35,638
Total interest expense	$	232		$	141		$	408		$	305
Maximum daily amount outstanding	$	81,360		$	89,072		$	88,633		$	89,072

(1)	Excludes the effect of amortization of debt issuance costs of $31,000 and $63,000 for the quarter and six months ended June 30, 2022, respectively, and $31,000 and $62,000 for the quarter and six months ended June 30, 2021, respectively.

	June 30, 2022			December 31, 2021
	(dollars in thousands)
Carrying value:
Unpaid principal balance	$	79,389		$	49,988
Unamortized debt issuance costs		(120	)		—
	$	79,269		$	49,988
Weighted average interest rate		2.94	%		1.48	%
Loans acquired for sale pledged to secure Mortgage loan participation purchase and sale agreement	$	83,700		$	52,102

Note 15— Long-Term Debt

Notes Payable Secured By Credit Risk Transfer and Mortgage Servicing Assets

CRT Arrangement Financing

The Company, through various wholly-owned subsidiaries, issued secured term notes (the “CRT term notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). All of the CRT term notes rank pari passu with each other.

Following is a summary of the CRT term notes issued:

				Unpaid		Annual interest rate		Maturity date
Term notes	Issuance date	Issuance amount		principal balance		Index	Spread	Stated	Optional extension (1)
		(in thousands)
2021 1R	March 04, 2021	$	659,156	$	324,154	LIBOR	2.90%	February 28, 2024	February 27, 2026
2020 2R	December 22, 2020	$	500,000		244,264	LIBOR	3.81%	December 28, 2022		—
2020 1R	February 14, 2020	$	350,000		65,746	LIBOR	2.35%	March 1, 2023	February 27, 2025
2019 3R	October 16, 2019	$	375,000		62,078	LIBOR	2.70%	October 27, 2022	October 29, 2024
2019 2R	June 11, 2019	$	638,000		199,135	LIBOR	2.75%	May 29, 2023	May 29, 2025
				$	895,377

(1)	The indentures relating to these issuances provide the Company with the option of extending the maturity dates of certain of the CRT term notes under the conditions specified in the respective agreements.

Fannie Mae MSR Financing

The Company, through a subsidiary, PMT ISSUER TRUST-FMSR, finances MSRs and ESS pledged or sold by PMC through a combination of repurchase agreements and term financing.

The repurchase agreement financing for Fannie Mae MSRs is effected through the issuance of a Series 2017-VF1 Note dated December 20, 2017 (the "FMSR VFN") by PMT ISSUER TRUST-FMSR to PMC which is then sold to institutional buyers under an agreement to repurchase. The amount outstanding under the FMSR VFN is included in Assets sold under agreements to repurchase in the Company’s consolidated balance sheets. The FMSR VFN has a committed borrowing capacity of $700 million and matures on May 31, 2024.

The Company’s term financing for Fannie Mae MSRs through PMT ISSUER TRUST – FMSR is effected through the issuance of term notes (the “FT-1 Notes”) to qualified institutional buyers under Rule 144A of the Securities Act.

The FT1 Notes and the FMSR VFN are secured by certain participation certificates relating to Fannie Mae MSRs and rank pari passu with each other.

Following is a summary of the term financing of the Company’s Fannie Mae MSRs:

		Issuance		Unpaid principal		Annual interest rate		Maturity date
FT-1 Note	Issuance date	amount		balance		Index	Spread	Stated	Optional extension (1)
		(in thousands)
2022	June 28, 2022	$	305,000	$	305,000	SOFR (2)	4.19%	June 25, 2027	(3)
2021	March 30, 2021	$	350,000		350,000	LIBOR	3.00%	March 25, 2026	March 27, 2028
2018	April 25, 2018	$	450,000		450,000	LIBOR	2.35%	April 25, 2023	April 25, 2025
				$	1,105,000

(1)	The indentures relating to these issuances provide the Company with the option of extending the maturity dates of certain of the term notes under the conditions specified in the respective agreements.

(2)	Secured Overnight Financing Rate (“SOFR”).

(3)	Either June 26, 2028 or June 25, 2029.

Freddie Mac MSR Financing

The Company, through PMC, has a loan and security agreement under which PMC finances certain MSRs (inclusive of any related excess servicing spread arising therefrom) relating to loans pooled into Freddie Mac securities. The aggregate loan amount available under the loan and security agreement is $1.4 billion, bears interest at a rate equal to SOFR plus 3.36% per year, and will mature on July 29, 2022. Advances under the loan and security agreement are secured by MSRs relating to loans serviced for Freddie Mac guaranteed securities.

Following is a summary of financial information relating to notes payable secured by credit risk transfer and mortgage servicing assets:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollars in thousands)
Weighted average interest rate (1)		3.84	%		3.13	%		3.49	%		3.13	%
Average balance	$	2,408,122		$	2,917,356		$	2,423,363		$	2,590,852
Total interest expense	$	24,413		$	24,174		$	44,779		$	42,773
Maximum daily amount outstanding	$	2,833,710		$	3,180,129		$	3,059,637		$	3,235,942

(1)	Excludes the effect of amortization of debt issuance costs of $1.4 million and $2.9 million for the quarter and six months ended June 30, 2022, respectively, and $1.4 million and $2.5 million for the quarter and six months ended June 30, 2021, respectively.

	June 30, 2022			December 31, 2021
	(dollars in thousands)
Carrying value:
Unpaid principal balance:
CRT term notes	$	895,377		$	1,204,636
FT-1 Notes		1,105,000			800,000
Freddie Mac loan and security agreement		750,000			475,000
		2,750,377			2,479,636
Unamortized debt issuance costs		(8,627	)		(7,675	)
	$	2,741,750		$	2,471,961
Weighted average interest rate		4.61	%		3.02	%
Assets securing notes payable:
Mortgage servicing rights (1)	$	3,652,763		$	2,863,544
CRT Agreements:
Deposits securing CRT arrangements	$	1,336,572		$	1,704,911
Derivative assets	$	324		$	19,627

(1)

Beneficial interests in Freddie Mac MSRs are pledged as collateral for the Notes payable secured by credit risk transfer and mortgage servicing assets. Beneficial interests in Fannie Mae MSRs are pledged for both Assets sold under agreements to repurchase and Notes payable secured by credit risk transfer and mortgage servicing assets.

Exchangeable Senior Notes

On March 5 and March 9, 2021, PMC issued $345 million aggregate principal amount of exchangeable senior notes due 2026 (the “2026 Exchangeable Notes”) in a private offering. The 2026 Exchangeable Notes will mature on March 15, 2026 unless repurchased or exchanged in accordance with their terms before such date.

On November 4 and November 19, 2019, PMC issued $210 million aggregate principal amount of exchangeable senior notes due 2024 (the “2024 Exchangeable Notes” and, together with the 2026 Exchangeable Notes, the “Exchangeable Notes”) in a private offering. The 2024 Exchangeable Notes will mature on November 1, 2024 unless repurchased or exchanged in accordance with their terms before such date.

The 2026 Exchangeable Notes and the 2024 Exchangeable Notes each bear interest at 5.50% per year, payable semiannually, are fully and unconditionally guaranteed by the Company and are exchangeable for PMT common shares, cash, or a combination thereof, at PMC’s election, at any time until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, subject to the satisfaction of certain conditions if the exchange occurs before December 15, 2025 (in the case of the 2026 Exchangeable Notes) and August 1, 2024 (in the case of the 2024 Exchangeable Notes). The exchange rates are equal to 46.1063 and 40.101 common shares per $1,000 principal amount of the 2026 Exchangeable Notes and 2024 Exchangeable Notes, respectively, and are subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest.

Following is financial information relating to the Exchangeable Notes:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Weighted average interest rate (1)		5.62	%		7.87	%		5.73	%		7.69	%
Average balance	$	544,341		$	495,032		$	536,986		$	390,553
Interest expense:
Coupon	$	7,631		$	7,632		$	15,262		$	11,862
Amortization of:
Conversion options (2)		—			2,081			—			3,008
Issuance costs		703			597			1,392			982
	$	8,334		$	10,310		$	16,654		$	15,852

	June 30, 2022			December 31, 2021
	(in thousands)
Carrying value:
Unpaid principal balance	$	555,000		$	555,000
Conversion options allocated to Additional paid-in capital (2)		—			(40,952	)
Unamortized debt issuance costs		(10,197	)		(11,589	)
		(10,197	)		(52,541	)
	$	544,803		$	502,459

(1)	Excludes the effect of amortization of debt issuance and conversion option costs.

(2)

As discussed in Note 2 ‒ Basis of Presentation and Accounting Change ‒ Accounting Change, the Company adopted ASU 2020‑06 effective January 1, 2022. As a result of the adoption of ASU 2020-06, the Company reclassified approximately $50.3 million of issuance discount attributable to the conversion options originally recognized in the issuance of Exchangeable senior notes from Additional paid-in capital to the carrying value of the Exchangeable senior notes and $9.4 million of previously recognized amortization of the issuance discount, as an adjustment to the Accumulated deficit effective January 1, 2022.

Asset-Backed Financing of Variable Interest Entities at Fair Value

Following is a summary of financial information relating to the asset-backed financings of VIEs at fair value described in Note 6 ‒ Variable Interest Entities ‒ Subordinate Mortgage-Backed Securities:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollars in thousands)
Weighted average interest rate (1)		3.31	%		3.17	%		3.30	%		3.20	%
Average balance	$	1,646,941		$	95,069		$	1,554,290		$	107,672
Total interest expense	$	15,016		$	1,996		$	26,043		$	2,164

(1)	Excludes the effect of amortization of net debt issuance cost of $1.4 million and $590,000 for the quarter and six months ended June 30, 2022, respectively, and $1.2 million and $456,000 for the quarter and six months ended June 30, 2021, respectively.

	June 30, 2022			December 31, 2021
	(dollars in thousands)
Fair value	$	1,548,636		$	1,469,999
Unpaid principal balance	$	1,738,529		$	1,442,379
Weighted average interest rate		3.18	%		3.18	%

The asset-backed financings are non-recourse liabilities and are secured solely by the assets of consolidated VIEs and not by any other assets of the Company. The assets of the VIEs are the only source of repayment of the certificates.

Maturities of Long-Term Debt

Contractual maturities of long-term debt obligations (based on final maturity dates) are as follows:

			Twelve months ended June 30,
	Total		2023		2024		2025		2026		2027		Thereafter
	(in thousands)
Notes payable secured by credit risk transfer and mortgage servicing assets (1)	$	2,750,377	$	1,771,223	$	324,154	$	—	$	350,000	$	305,000	$	—
Exchangeable senior notes		555,000		—		—		210,000		345,000		—		—
Asset-backed financings at fair value (2)		1,738,529		—		—		—		—		—		1,738,529
Interest-only security payable at fair value (2)		19,485		—		—		—		—		—		19,485
Total	$	5,063,391	$	1,771,223	$	324,154	$	210,000	$	695,000	$	305,000	$	1,758,014

(1)	Based on stated maturity. As discussed above, certain of the Notes payable secured by credit risk transfer and mortgage servicing assets allow the Company to exercise optional extensions.

(2)	Contractual maturity does not reflect expected repayment as borrowers of the underlying loans generally have the right to repay their loans at any time.

Note 16—Liability for Losses Under Representations and Warranties

Following is a summary of the Company’s liability for losses under representations and warranties:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Balance, beginning of period	$	40,225		$	28,967		$	40,249		$	21,893
Provision for losses:
Pursuant to loan sales		1,129			8,472			2,446			16,985
Reduction in liability due to change in estimate		(1,530	)		(1,095	)		(2,695	)		(2,519	)
Losses incurred		(383	)		(30	)		(559	)		(45	)
Balance, end of period	$	39,441		$	36,314		$	39,441		$	36,314
UPB of loans subject to representations and warranties at end of period							$	220,982,060		$	193,579,850

Note 17—Commitments and Contingencies

Commitments

The following table summarizes the Company’s outstanding contractual commitments:

	June 30, 2022
	(in thousands)
Commitments to purchase loans acquired for sale	$	1,944,700

Contingencies

Litigation

From time to time, the Company may be involved in various proceedings, claims and legal actions arising in the ordinary course of business. The amount, if any, of ultimate liability with respect to such matters cannot be determined, but despite the inherent uncertainties of litigation, management believes that the ultimate disposition of any such proceedings and exposure will not have, individually or taken together, a material adverse effect on the financial condition, results of operations, or cash flows of the Company.

Cessation of the LIBOR Index

The Company is involved in both lending and financing transactions that use the LIBOR index to establish the applicable interest or dividend rates. It has been announced that this index will no longer be published. The Company services LIBOR-based adjustable rate mortgages for which the underlying mortgage notes incorporate fallback provisions. The Company also has certain debt agreements and preferred shares of beneficial interest that have not yet transitioned from LIBOR to a replacement index but contain replacement provisions related to the transition from LIBOR. The Company cannot anticipate whether the response of borrowers, note holders or preferred shareholders to the adoption of the replacement indices adopted by the Company will result in future losses to PMT.

Note 18—Shareholders’ Equity

Preferred Shares of Beneficial Interest

Preferred shares of beneficial interest are summarized below:

										Dividends per share, period ended June 30,
Preferred										Quarter				Six months
share series	Description (1)	Number of shares		Liquidation preference		Issuance discount		Carrying value		2022		2021		2022		2021
		(in thousands, except dividends per share)
Fixed-to-floating rate cumulative redeemable
A	8.125% Issued March 2017		4,600	$	115,000	$	3,828	$	111,172	$	0.51	$	0.51	$	1.02	$	1.02
B	8.00% Issued July 2017		7,800		195,000		6,465		188,535	$	0.50	$	0.50	$	1.00	$	1.00
Fixed-rate cumulative redeemable
C	6.75% Issued August 2021		10,000		250,000		8,225		241,775	$	0.42	$	—	$	0.84	$	—
			22,400	$	560,000	$	18,518	$	541,482

(1)	Par value is $0.01 per share.

The Company’s Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series A Preferred Shares”) pay cumulative dividends at a fixed rate of 8.125% per year based on the $25.00 per share liquidation preference to, but not including, March 15, 2024. From, and including, March 15, 2024 and thereafter, the Company will pay cumulative dividends on the Series A Preferred Shares at a floating rate equal to three-month LIBOR as calculated on each applicable dividend determination date plus a spread of 5.831% per year based on the $25.00 per share liquidation preference.

The Company’s Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”) pay cumulative dividends at a fixed rate of 8.00% per year based on the $25.00 per share liquidation preference to, but not including, June 15, 2024. From, and including, June 15, 2024 and thereafter, the Company will pay cumulative dividends on the Series B Preferred Shares at a floating rate equal to three-month LIBOR as calculated on each applicable dividend determination date plus a spread of 5.99% per year based on the $25.00 per share liquidation preference.

The Company’s Series C Fixed Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series C Preferred Shares” together with the Series A Preferred Shares and Series B Preferred Shares, the “Preferred Shares”) pay cumulative dividends at a fixed rate of 6.75% per year based on the $25.00 per share liquidation preference.

The Series A Preferred Shares, the Series B Preferred Shares and Series C Preferred Shares will not be redeemable before March 15, 2024, June 15, 2024 and August 24, 2026, respectively, except in connection with the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control. On or after the date the Preferred Shares become redeemable, or 120 days after the first date on which such change of control occurred, the Company may, at its option, redeem any or all of the Preferred Shares at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date.

The Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed or repurchased by the Company or converted into common shares in connection with a change of control by the holders of the Preferred Shares.

Common Shares of Beneficial Interest

“At-The-Market” (“ATM”) Equity Offering Program

The Company periodically enters into ATM equity offering programs allowing it to offer and sell securities on an as-and-when-needed basis through designated broker-dealers. On June 15, 2021, the Company entered into a new ATM equity offering program allowing it to offer up to $200 million of its common shares, all of which were available for issuance as of June 30, 2022.

Common Share Repurchase Program

On June 11, 2021, the Company’s board of trustees approved an increase to the Company’s common share repurchase authorization from $300 million to $400 million before transaction fees.

The following table summarizes the Company’s common share repurchase activity:

	Quarter ended June 30,				Six months ended June 30,				Cumulative
	2022		2021		2022		2021		total (1)
	(in thousands)
Common shares repurchased		1,927		27		3,901		27		24,498
Cost of common shares repurchased (2)	$	28,418	$	521	$	60,248	$	521	$	370,995

(1)	Amounts represent the share repurchase program total from its inception in August 2015 through June 30, 2022.

(2)	Cumulative total cost of common shares repurchased includes $490,000 of transaction fees.

Note 19— Net (Losses) Gains on Investments and Financings

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
From nonaffiliates:
Mortgage-backed securities	$	(182,498	)	$	29,252		$	(369,023	)	$	(41,865	)
Loans at fair value:
Held in VIEs		(122,469	)		(664	)		(219,033	)		(3,009	)
Distressed		5			131			448			225
CRT arrangements		(42,355	)		98,029			(77,978	)		252,060
Asset-backed financings at fair value		116,667			1,582			205,841			2,483
Hedging derivatives		—			75			—			51
		(230,650	)		128,405			(459,745	)		209,945
From PFSI ‒ Excess servicing spread		—			—			—			1,651
	$	(230,650	)	$	128,405		$	(459,745	)	$	211,596

Note 20— Net Gains on Loans Acquired for Sale

Net gains on loans acquired for sale are summarized below:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
From nonaffiliates:
Cash loss:
Sales of loans	$	(298,024	)	$	(222,271	)	$	(737,812	)	$	(815,060	)
Hedging activities		123,997			(292,226	)		462,099			171,050
		(174,027	)		(514,497	)		(275,713	)		(644,010	)
Non‒cash gain:
Receipt of MSRs in mortgage loan sale transactions		170,658			412,938			365,254			820,634
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loans sales		(1,129	)		(8,472	)		(2,446	)		(16,985	)
Reduction of liability due to change in estimate		1,530			1,095			2,695			2,519
		401			(7,377	)		249			(14,466	)
Change in fair value of loans and derivatives
Interest rate lock commitments		21,809			94,605			(4,107	)		(42,638	)
Loans		(23,955	)		(85,699	)		(1,937	)		(2,476	)
Hedging derivatives		11,722			126,126			(74,481	)		(39,674	)
		9,576			135,032			(80,525	)		(84,788	)
		180,635			540,593			284,978			721,380
Total from nonaffiliates		6,608			26,096			9,265			77,370
From PFSI‒cash gain		1,063			1,630			2,359			3,368
	$	7,671		$	27,726		$	11,624		$	80,738

Note 21—Net Interest Income (Expense)

Net interest expense is summarized below:

	Quarter ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
	(in thousands)
Interest income:
From nonaffiliates:
Cash and short-term investments	$	1,175	$	215		$	1,578	$	441
Mortgage-backed securities		40,651		7,806			55,051		16,092
Loans acquired for sale at fair value		23,442		32,613			42,690		55,520
Loans at fair value:
Held in consolidated variable interest entities		15,736		1,368			28,585		3,267
Distressed		14		40			188		293
Deposits securing CRT arrangements		2,384		156			2,606		325
Placement fees relating to custodial funds		7,204		1,472			10,914		4,004
Other		92		16			149		53
		90,698		43,686			141,761		79,995
From PFSI ‒ Excess servicing spread		—		—			—		1,280
		90,698		43,686			141,761		81,275
Interest expense:
To nonaffiliates:
Assets sold under agreements to repurchase		25,048		23,282			40,619		51,941
Mortgage loan participation purchase and sale agreements		232		141			408		305
Notes payable secured by credit risk transfer and mortgage servicing assets		24,413		24,174			44,779		42,773
Exchangeable senior notes		8,334		10,310			16,654		15,852
Asset-backed financings at fair value		15,016		1,996			26,043		2,164
Interest shortfall on repayments of loans serviced for Agency securitizations		4,430		18,536			11,472		40,576
Interest on loan impound deposits		677		763			1,689		1,512
		78,150		79,202			141,664		155,123
To PFSI ‒ Assets sold under agreement to repurchase		—		—			—		387
		78,150		79,202			141,664		155,510
Net interest income (expense)	$	12,548	$	(35,516	)	$	97	$	(74,235	)

Note 22—Share-Based Compensation

The Company has adopted an equity incentive plan which provides for the issuance of equity based awards based on PMT’s common shares that may be made by the Company to its officers and trustees, and the members, officers, trustees, directors and employees of PCM, PFSI, or their affiliates and to PCM, PFSI and other entities that provide services to PMT and the employees of such other entities.

The equity incentive plan is administered by the Company’s compensation committee, pursuant to authority delegated by PMT’s board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards.

The Company's equity incentive plan allows for the grant of restricted and performance-based share unit awards.

The shares underlying award grants will again be available for award under the equity incentive plan if:

•

any shares subject to an award granted under the equity incentive plan are forfeited, canceled, exchanged or surrendered;

•

an award terminates or expires without a distribution of shares to the participant; or

•

shares are surrendered or withheld by PMT as payment of either the exercise price of an award and/or withholding taxes for an award.

Restricted share units have been awarded to trustees and officers of the Company and to other employees of PFSI and its subsidiaries at no cost to the grantees. Such awards generally vest over a one-to three-year period.

The following table summarizes the Company’s share-based compensation activity:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Grants:
Restricted share units		6		4		134		105
Performance share units		52		42		151		126
		58		46		285		231
Grant date fair value:
Restricted share units	$	95	$	75	$	2,101	$	1,992
Performance share units		799		797		2,350		2,399
	$	894	$	872	$	4,451	$	4,391
Vestings:
Restricted share units		1		—		79		100
Performance share units (1)		—		—		41		37
		1		—		120		137
Forfeitures:
Restricted share units		—		—		—		—
Performance share units		2		—		11		—
		2		—		11		—
Compensation expense relating to share-based grants	$	1,142	$	1,010	$	2,171	$	2,748

(1)	The actual number of performance-based RSUs that vested during the six months ended June 30, 2022 was 39,001 common shares, which is 96% of the originally granted performance-based RSUs.

	June 30, 2022
	Restricted share units		Performance share units
Shares expected to vest:
Number of units (in thousands)		225		221
Grant date average fair value per unit	$	17.31	$	16.90

Note 23—Income Taxes

The Company’s effective tax rate was (77.4)% and (312.0)% with a consolidated pretax loss of $39.9 million and $21.8 million for the quarter and six months ended June 30, 2022, respectively. The Company’s taxable REIT subsidiary (“TRS”) recognized a tax expense of $32.6 million on pretax income of $147.6 million and a tax expense of $70.5 million on pretax income of $420.4 million for the quarter and six months ended June 30, 2022, respectively. The TRS income was primarily due to increases in MSR fair values. For the same periods in 2021, the TRS recognized a tax benefit of $24.3 million on a pretax loss of $149.6 million and a tax benefit of $4.9 million on a pretax loss of $61.5 million, respectively. The Company’s reported consolidated pretax income for the quarter and six months ended June 30, 2021 was $13.8 million and $104.8 million, respectively. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.

The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of June 30, 2022, the valuation allowance was decreased to $3.4 million from the $6.8 million valuation allowance recorded at March 31, 2022 as the result of GAAP income at the TRS for the quarter ended June 30, 2022. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.

The CARES Act, passed in March 2020, introduced a number of tax law changes which are generally taxpayer favorable and, in December 2020, the Taxpayer Certainty and Disaster Tax Relief Act was signed into law. No material changes in our effective income tax rates resulted from either Act. While the CARES Act provides for carry back of losses from 2018, 2019 and 2020, the TRS does not have taxable income from prior years to which the losses could be carried back.

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

Note 24—Earnings Per Common Share

The Company grants restricted share units which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, “dividends”) are classified as “participating securities” and are included in the basic earnings per share calculation using the two-class method.

Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. Basic earnings per share is determined by dividing net income available to common shareholders (net income reduced by preferred dividends and income attributable to the participating securities) by the weighted average common shares outstanding during the period.

As discussed in Note 2 ‒ Basis of Presentation and Accounting Change ‒ Accounting Change, PMC issued the Exchangeable Notes. The Exchangeable Notes include cash conversion options. Through December 31, 2021, based on the Company’s intention to cash settle the Exchangeable Notes, the effect of conversion of the Exchangeable Notes was excluded from diluted earnings (losses) per common share. Effective January 1, 2022, the Company adopted ASU 2020-06, which requires inclusion of the common shares issuable pursuant to conversion of the Exchangeable Notes in the Company’s diluted earnings per common share calculation when the effect of such inclusion is dilutive to earnings per common share.

The following table summarizes the basic and diluted earnings per share calculations:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands except per share amounts)
Net (loss) income	$	(70,734	)	$	38,092		$	(89,863	)	$	109,695
Dividends on preferred shares		(10,455	)		(6,235	)		(20,909	)		(12,469	)
Effect of participating securities‒share-based compensation awards		(104	)		(80	)		(207	)		(169	)
Net (loss) income attributable to common shareholders	$	(81,293	)	$	31,777		$	(110,979	)	$	97,057
Weighted average basic shares outstanding		91,963			97,927			93,048			97,910
Dilutive securities‒shares issuable under share-based compensation plan		—			107			—			213
Diluted weighted average shares outstanding		91,963			98,034			93,048			98,123
Basic (loss) earnings per share	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99
Diluted (loss) earnings per share	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99

Calculation of diluted earnings per share requires certain potentially dilutive shares to be excluded when the inclusion of such shares would be anti-dilutive. The following table summarizes the potentially dilutive shares excluded from the diluted earnings per share calculation as inclusion of such shares would have been antidilutive:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Shares issuable under share-based compensation plan		78		107		181		—
Shares issuable pursuant to exchange of the Exchangeable senior notes		24,328		24,328		24,328		—

Note 25—Segments

The Company operates in four segments as described in Note 1 ‒ Organization.

Financial highlights by operating segment are summarized below:

	Credit			Interest rate
	sensitive			sensitive			Correspondent
Quarter ended June 30, 2022	strategies			strategies			production		Corporate			Total
	(in thousands)
Net investment income:
Net loan servicing fees	$	—		$	217,313		$	—	$	—		$	217,313
Net (losses) gains on investments and financings		(57,811	)		(172,839	)		—		—			(230,650	)
Net gains on loans acquired for sale		9			—			7,662		—			7,671
Net interest income (expense):
Interest income		5,919			60,895			23,393		491			90,698
Interest expense		10,428			55,154			12,101		467			78,150
		(4,509	)		5,741			11,292		24			12,548
Other		(28	)		—			14,646		—			14,618
		(62,339	)		50,215			33,600		24			21,500
Expenses:
Loan fulfillment and servicing fees payable to PFSI		51			20,284			20,646		—			40,981
Management fees		—			—			—		7,910			7,910
Other		1,323			562			3,174		7,418			12,477
		1,374			20,846			23,820		15,328			61,368
Pretax (loss) income	$	(63,713	)	$	29,369		$	9,780	$	(15,304	)	$	(39,868	)
Total assets at end of quarter	$	1,663,700		$	9,146,234		$	1,972,934	$	434,411		$	13,217,279

	Credit			Interest rate
	sensitive			sensitive			Correspondent
Quarter ended June 30, 2021	strategies			strategies			production		Corporate			Total
	(in thousands)
Net investment income:
Net loan servicing fees	$	—		$	(44,912	)	$	—	$	—		$	(44,912	)
Net (losses) gains on investments and financings		98,413			29,992			—		—			128,405
Net gains on loans acquired for sale		1			—			27,725		—			27,726
Net interest income (expense):
Interest income		401			10,056			32,519		710			43,686
Interest expense		16,177			39,141			23,884		—			79,202
		(15,776	)		(29,085	)		8,635		710			(35,516	)
Other		20			—			45,843		—			45,863
		82,658			(44,005	)		82,203		710			121,566
Expenses:
Loan fulfillment and servicing fees payable to PFSI		80			19,936			54,019		—			74,035
Management fees		—			—			—		11,913			11,913
Other		4,061			1,507			9,150		7,103			21,821
		4,141			21,443			63,169		19,016			107,769
Pretax (loss) income	$	78,517		$	(65,448	)	$	19,034	$	(18,306	)	$	13,797
Total assets at end of quarter	$	2,361,218		$	5,374,157		$	5,738,154	$	124,583		$	13,598,112

	Credit			Interest rate
	sensitive			sensitive			Correspondent
Six months ended June 30, 2022	strategies			strategies			production		Corporate			Total
	(in thousands)
Net investment income:
Net loan servicing fees	$	—		$	521,491		$	—	$	—		$	521,491
Net (losses) gains on investments and financings		(102,716	)		(357,029	)		—		—			(459,745	)
Net gains on loans acquired for sale		5			—			11,619		—			11,624
Net interest income (expense):
Interest income		7,977			90,006			42,573		1,205			141,761
Interest expense		20,556			96,839			23,661		608			141,664
		(12,579	)		(6,833	)		18,912		597			97
Other		260			—			29,612		—			29,872
		(115,030	)		157,629			60,143		597			103,339
Expenses:
Loan servicing fees and fulfillment payable to PFSI		111			41,312			37,400		—			78,823
Management fees		—			—			—		16,027			16,027
Other		4,534			2,737			8,386		14,642			30,299
		4,645			44,049			45,786		30,669			125,149
Pretax (loss) income	$	(119,675	)	$	113,580		$	14,357	$	(30,072	)	$	(21,810	)
Total assets at end of period	$	1,663,700		$	9,146,234		$	1,972,934	$	434,411		$	13,217,279

	Credit			Interest rate
	sensitive			sensitive			Correspondent
Six months ended June 30, 2021	strategies			strategies			production		Corporate			Total
	(in thousands)
Net investment income:
Net loan servicing fees	$	—		$	5,133		$	—	$	—		$	5,133
Net (losses) gains on investments and financings		252,684			(41,088	)		—		—			211,596
Net gains on loans acquired for sale		—			—			80,738		—			80,738
Net interest income (expense):
Interest income		1,052			23,576			55,314		1,333			81,275
Interest expense		33,439			76,452			45,619		—			155,510
		(32,387	)		(52,876	)		9,695		1,333			(74,235	)
Other		908			—			98,823		—			99,731
		221,205			(88,831	)		189,256		1,333			322,963
Expenses:
Loan servicing fees and fulfillment payable to PFSI		218			38,890			114,855		—			153,963
Management fees		—			—			—		20,362			20,362
Other		8,210			2,321			19,796		13,486			43,813
		8,428			41,211			134,651		33,848			218,138
Pretax (loss) income	$	212,777		$	(130,042	)	$	54,605	$	(32,515	)	$	104,825
Total assets at end of period	$	2,361,218		$	5,374,157		$	5,738,154	$	124,583		$	13,598,112

Note 26—Regulatory Capital and Liquidity Requirements

The Company is subject to financial eligibility requirements established by the Federal Housing Finance Agency for sellers/servicers eligible to sell or service mortgage loans with Fannie Mae and Freddie Mac. The eligibility requirements include:

•

A tangible net worth of $2.5 million plus 25 basis points of the UPB of the Company’s total 1-4 unit servicing portfolio, excluding mortgage loans subserviced for others;

•

A tangible net worth/total assets ratio greater than or equal to 6%; and

•

A liquidity requirement equal to 3.5 basis points of the aggregate UPB serviced for the Agencies plus 200 basis points of total nonperforming Agency servicing UPB less 70% of such nonperforming Agency servicing UPB in excess of 600 basis points where the underlying loans are in COVID-19 pandemic-related forbearance but were current at the time they entered forbearance.

The Agencies’ capital and liquidity amounts and requirements, are summarized below:

	Net worth (1)				Tangible net worth / total assets ratio (1)						Liquidity (1)
Fannie Mae and Freddie Mac	Actual		Required		Actual			Required			Actual		Required
	(dollars in thousands)
June 30, 2022	$	1,288,085	$	559,717		20	%		6	%	$	162,979	$	75,714
December 31, 2021	$	938,218	$	557,229		12	%		6	%	$	108,536	$	74,771

(1)	Calculated in accordance with the Agencies’ requirements.

Noncompliance with the Agencies’ capital and liquidity requirements can result in the Agencies taking various remedial actions up to and including removing the Company’s ability to sell loans to and service loans on behalf of the Agencies.

Note 27—Subsequent Events

Management has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period, all agreements to repurchase assets that matured before the date of this Report were extended or renewed.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

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

Our Company

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

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

During the six months ended June 30, 2022, we purchased newly originated prime credit quality residential loans with fair values totaling $44.6 billion as compared to $101.6 billion for the six months ended June 30, 2021, in our correspondent production business. To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or insured or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Government National Mortgage Association (“Ginnie Mae”) approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. We receive a sourcing fee from PLS based on the unpaid principal balance (“UPB”) of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the six months ended June 30, 2022, we received sourcing fees totaling $2.4 million, relating to $23.4 billion in UPB of loans that we sold to PLS.

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

Our Investment Activities

Correspondent Production

Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production serves as the source of our investments in MSRs, private label non-Agency securitizations, and, through 2020, CRT arrangements. Our correspondent production and resulting investment activity are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Sales of loans acquired for sale:
To nonaffiliates	$	10,226,643	$	30,181,949	$	22,212,604	$	63,500,106
To PennyMac Financial Services, Inc.		10,822,122		17,054,083		23,982,890		35,474,697
	$	21,048,765	$	47,236,032	$	46,195,494	$	98,974,803
Net gains on loans acquired for sale	$	7,671	$	27,726	$	11,624	$	80,738
Investment activities resulting from correspondent production:
Receipt of MSRs as proceeds from sales of loans	$	170,658	$	412,938	$	365,254	$	820,634
Retention of interest in securitization of loans secured by investment properties, net of associated asset-backed financing		—		—		23,485		—
Total investments resulting from correspondent production activities	$	170,658	$	412,938	$	388,739	$	820,634

Interest Rate Sensitive Investments

Our interest rate sensitive investments include:

•

Mortgage servicing rights. During the quarter and six months ended June 30, 2022, we received approximately $170.7 million and $365.3 million, respectively, of MSRs as proceeds from sales of loans acquired for sale. We held approximately $3.7 billion of MSRs at fair value at June 30, 2022.

•

REIT-eligible Agency and senior mortgage-backed or mortgage-related securities. We purchased approximately $2.6 billion of Agency fixed-rate pass-through securities and non-Agency senior MBS during the six months ended June 30, 2022. We held Agency fixed-rate pass-through securities and non-Agency senior MBS with fair values totaling approximately $3.7 billion at June 30, 2022.

Credit Sensitive Investments

CRT Arrangements

During the quarter and six months ended June 30, 2022, we recognized investment losses of approximately $40.0 million and $75.4 million, respectively, relating to our holdings of CRT securities. We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and Interest-only security payable) totaling approximately $1.3 billion at June 30, 2022.

Subordinate Mortgage-Backed Securities

Beginning in the quarter ended June 30, 2021, the Company purchased or retained approximately $94.6 million of subordinate MBS backed by loans secured by investment properties sourced from the Company’s conventional correspondent production activities. The subordinate MBS provide us with a higher yield than senior securities. However, we retain credit risk in the subordinate MBS since they are the first securities to absorb credit losses relating to the underlying loans.

We purchased approximately $125.7 million of subordinate credit-linked securities during the six months ended June 30, 2022. We held the subordinate credit-linked securities with fair values totaling approximately $116.6 million at June 30, 2022.

As the result of the Company’s consolidation of the variable interest entities that issued the subordinate MBS described in Note 6 – Variable Interest Entities – Subordinate Mortgage-Backed Securities to the consolidated financial statements included in this Report, we include loans underlying these and similar transactions with UPBs totaling approximately $1.9 billion on our consolidated balance sheet as of June 30, 2022.

Taxation

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

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

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

Non-Cash Investment Income

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

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollars in thousands)
Net (losses) gains on investments and financings:
Mortgage-backed securities	$	(182,498	)	$	29,252		$	(369,023	)	$	(41,865	)
Loans:
Held in variable interest entities		(122,469	)		(664	)		(219,033	)		(3,009	)
Distressed		67			74			451			158
ESS		—			—			—			1,651
CRT arrangements		(67,590	)		38,030			(142,177	)		135,961
Asset-backed financings at fair value		116,667			1,582			205,841			2,483
		(255,823	)		68,274			(523,941	)		95,379
Net gains on loans acquired for sale (1)		180,635			540,593			284,978			721,380
Net loan servicing fees‒MSR valuation adjustments (2)		20,103			(332,787	)		367,657			(31,759	)
	$	(55,085	)	$	276,080		$	128,694		$	785,000
Net investment income	$	21,500		$	121,566		$	103,339		$	322,963
Non-cash items as a percentage of net investment Income		(256	%)		227	%		125	%		243	%

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

(2)	Includes fair value changes related to MSR derivative hedging instruments.

We receive or pay cash relating to:

•

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

•

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

•

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

•

CRT arrangements through a portion of both the interest payments collected on loans in the CRT arrangements’ reference pools and the release to us of the deposits securing the arrangements as principal on such loans is repaid;

•

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

•

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

•

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

Results of Operations

The following is a summary of our key performance measures:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(dollar amounts in thousands, except per common share amounts)
Net investment income	$	21,500		$	121,566		$	103,339		$	322,963
Expenses		61,368			107,769			125,149			218,138
Pretax (loss) income		(39,868	)		13,797			(21,810	)		104,825
Provision for (benefit from) income taxes		30,866			(24,295	)		68,053			(4,870	)
Net (loss) income		(70,734	)		38,092			(89,863	)		109,695
Dividends on preferred shares		10,455			6,235			20,909			12,469
Net (loss) income attributable to common shareholders	$	(81,189	)	$	31,857		$	(110,772	)	$	97,226
Pretax (loss) income by segment:
Credit sensitive strategies	$	(63,713	)	$	78,517		$	(119,675	)	$	212,777
Interest rate sensitive strategies		29,369			(65,448	)		113,580			(130,042	)
Correspondent production		9,780			19,034			14,357			54,605
Corporate		(15,304	)		(18,306	)		(30,072	)		(32,515	)
	$	(39,868	)	$	13,797		$	(21,810	)	$	104,825
Annualized return on average common shareholder's equity		(20.0	)%		6.2	%		(13.1	)%		9.5	%
(Loss) earnings per common share:
Basic	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99
Diluted	$	(0.88	)	$	0.32		$	(1.19	)	$	0.99
Dividends per common share	$	0.47		$	0.47		$	0.94		$	0.94
	June 30, 2022			December 31, 2021
Total assets	$	13,217,279		$	13,772,708
Book value per common share	$	16.59		$	19.05
Closing price per common share	$	13.83		$	17.33

Due to significant inflationary pressures, the U.S. Federal Reserve raised the federal funds rate in the first half of 2022 and is expected to continue to raise interest rates through the year as well as reduce its holdings of Treasury and mortgage-backed securities. Rising interest rates are expected to decrease the size of the mortgage origination market from an estimated $4.4 trillion in 2021 to a current forecast range from $2.4 trillion to $2.8 trillion for 2022 according to leading economists. Lower projected mortgage transaction volumes and rising interest rates are expected to decrease mortgage production activities and increase competition in the mortgage production business year over year while also leading to declines in prepayment speeds in our mortgage servicing portfolio from the elevated levels experienced in 2021. Rising interest rates are also expected to increase the costs of certain borrowings, as well as provide greater interest income from our placement fees on deposits and loans held for sale.

Due to certain capital rules, the Government-Sponsored Entities (“GSEs”) (the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, or Fannie Mae and Freddie Mac, respectively)have higher capital requirements to guarantee loans delivered by loan aggregators and may charge higher fees for third party originated loans that we aggregate and deliver to the GSEs as compared to individual loans delivered by third party mortgage lenders directly to the GSEs’ cash windows without the assistance of a loan aggregator. To the extent the GSEs increase the number of cash window purchases and sales for their own accounts, our business and results of operations could be materially and adversely affected.

Our results of operations decreased by $108.8 million and $199.6 million during the quarter and six months ended June 30, 2022, respectively, as compared to the quarter and six months ended June 30, 2021, reflecting the effect of declines in CRT-related investments valuation, gains on loans held for sale and loan origination fees, partially offset by the improved fair value performance of our MSR investments.

The decrease in the quarterly pretax results is summarized below:

•

An increase in net servicing fees of $262.2 million caused by positive fair value changes in our investment in MSRs and hedging results.

•

A $211.8 million decrease in gains on MBS, due to sharply increasing interest rates.

•

A $140.4 million decrease in net gains on our CRT arrangements as credit spreads widened due to macroeconomic uncertainty as compared to the quarter ended June 30, 2021, which reflected the continuing recovery from the market disruption caused by the COVID-19 pandemic on our investments in CRT arrangements.

•

A $20.1 million decrease in gains on sales of the loans, reflecting decreases in both production volume and in our gain on sale margins during the quarter ended June 30, 2022, resulting from the effect of increasing interest rates on loan demand in our correspondent lending segment.

•

A $34.8 million increase in net interest income in our interest rate sensitive strategies segment.

The decrease in the six months pretax results is summarized below:

•

An increase in net servicing fees of $516.4 million caused by positive fair value changes in our investment in MSRs and hedging results.

•

A $327.2 million increase in losses on MBS, due to sharply increasing interest rates.

•

A $330.0 million decrease in net gains on our CRT arrangements as credit spreads widened due to macroeconomic uncertainty as compared to the six months ended June 30, 2021, which reflected the continuing recovery from the market disruption caused by the COVID-19 pandemic on our investments in CRT arrangements.

•

A $69.1 million decrease in gains on sales of the loans, reflecting decreases in both production volume and in our gain on sale margins during the six months ended June 30, 2022, resulting from the effect of increasing interest rates on loan demand in our correspondent lending segment.

•

A $46.0 million increase in net income in our interest rate sensitive strategies segment.

Net Investment Income

Our net investment income is summarized below:

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Net loan servicing fees	$	217,313		$	(44,912	)	$	521,491		$	5,133
Net (losses) gains on investments and financings		(230,650	)		128,405			(459,745	)		211,596
Net gains on loans acquired for sale		7,671			27,726			11,624			80,738
Net loan origination fees		14,428			45,714			29,202			98,616
Net interest income (expense)		12,548			(35,516	)		97			(74,235	)
Other		190			149			670			1,115
	$	21,500		$	121,566		$	103,339		$	322,963

Net Loan Servicing Fees

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

	Quarter ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
	(in thousands)
Loan servicing fees	$	158,328	$	148,921		$	314,327	$	281,453
Effect of MSRs and hedging results		58,985		(193,833	)		207,164		(276,320	)
Net loan servicing fees	$	217,313	$	(44,912	)	$	521,491	$	5,133

Following is a summary of our loan servicing fees:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Contractually-specified servicing fees	$	151,149	$	124,019	$	298,034	$	240,306
Ancillary and other fees:
Late charges		609		351		1,221		763
Other		6,570		24,551		15,072		40,384
		7,179		24,902		16,293		41,147
	$	158,328	$	148,921	$	314,327	$	281,453
Average MSR servicing portfolio	$	220,402,133	$	191,539,208	$	219,051,445	$	184,477,096

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

The change in contractually-specified fees for the quarter and six months ended June 30, 2022, as compared to the quarter and six months ended June 30, 2021, is due primarily to increased servicing fees resulting from the growth in our loan servicing portfolio. The changes in other loan servicing fees for the comparative period is due primarily to a decrease in the volume of fees charged to correspondent lenders for loans repaid shortly after purchase as the result of the significant volume of refinancing activity experienced in the first part of 2021.

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

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Change in fair value of MSRs
Realization of cash flows	$	(86,643	)	$	(69,613	)	$	(175,562	)	$	(128,998	)
Changes in valuation inputs used in valuation model		220,422			(229,885	)		613,062			107,782
		133,779			(299,498	)		437,500			(21,216	)
Hedging results		(78,118	)		94,116			(241,920	)		(280,287	)
Total change in fair value of mortgage servicing rights and hedging results		55,661			(205,382	)		195,580			(301,503	)
Recapture income from PFSI		3,324			11,549			11,584			25,183
	$	58,985		$	(193,833	)	$	207,164		$	(276,320	)
Average balance of MSRs	$	3,583,083		$	2,519,721		$	3,366,498		$	2,299,197

Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized. During the quarter and six months ended June 30, 2022, realization of cash flows increased primarily due to the significant growth of our investment in MSRs as compared to the quarter and six months ended June 30, 2021.

Changes in fair value due to changes in valuation inputs used in our valuation model during the quarter and six months ended June 30, 2022, as compared to 2021, reflect the effects of expectations for slower future prepayments of the underlying loans as a result of interest rates increasing more significantly during the quarter and six months ended June 30, 2022.

Hedging results reflect valuation losses attributable to the effects of interest rate increases on the fair value of the hedging instruments during the quarter and six months ended June 30, 2022 and 2021. The loss from hedging activities increased during the quarter ended June 30, 2022, as compared to the same period in 2021, primarily due to interest rates increasing during the quarter in 2022 as opposed to decreasing during the quarter in 2021. The loss from hedging activities decreased during the six months ended June 30, 2022 as compared to the same period in 2021 due to smaller hedge positions as a larger MBS portfolio was also used to offset MSR fair value changes.

The decrease in loan servicing fees from PFSI reflects the decrease in refinancing activity in our MSR portfolio during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.

Following is a summary of our loan servicing portfolio:

	June 30, 2022		December 31, 2021
	(in thousands)
UPB of loans outstanding	$	222,381,278	$	215,927,495
Collection status (UPB)
Delinquency (1):
30-89 days delinquent	$	1,464,171	$	1,148,542
90 or more days delinquent:
Not in foreclosure	$	792,170	$	1,726,488
In foreclosure	$	71,173	$	36,658
Bankruptcy	$	120,493	$	130,582
Delinquent loans in COVID-19 pandemic-related forbearance:
30-89 days	$	195,083	$	169,654
90 days or more	$	426,388	$	614,882
Custodial funds managed by the Company (2)	$	2,907,651	$	3,823,527

(1)	Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”).

(2)	Custodial funds include borrower and investor custodial cash accounts relating to loans serviced under mortgage servicing agreements and are not included on the Company’s consolidated balance sheets. The Company earns placement fees on certain of

the custodial funds it manages on behalf of the loans’ borrowers and investors, which are included in Interest income in the Company’s consolidated statements of operations.

Net (Losses) Gains on Investments and Financings

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
From nonaffiliates:
Mortgage-backed securities	$	(182,498	)	$	29,252		$	(369,023	)	$	(41,865	)
Loans at fair value:
Held in consolidated variable interest entities		(122,469	)		(664	)		(219,033	)		(3,009	)
Distressed		5			131			448			225
CRT arrangements		(42,355	)		98,029			(77,978	)		252,060
Asset-backed financings at fair value		116,667			1,582			205,841			2,483
Hedging derivatives		—			75			—			51
		(230,650	)		128,405			(459,745	)		209,945
From PFSI‒Excess servicing spread		—			—			—			1,651
	$	(230,650	)	$	128,405		$	(459,745	)	$	211,596

The decrease in net gains on investments for the quarter and six months ended June 30, 2022, as compared to the quarter and six months ended June 30, 2021, was caused primarily by increased losses from our investments in MBS and CRT arrangements.

Mortgage-Backed Securities

During the quarter and six months ended June 30, 2022, we recognized net valuation losses of $182.5 million and $369.0 million, respectively, as compared to net valuation gains of $29.3 million and net valuation losses of $41.9 million for the quarter and six months ended June 30, 2021, respectively. The losses recognized reflect more significant increases in interest rates and mortgage and credit spreads during the quarter and six months ended June 30, 2022, as compared to the quarter and six months ended June 30, 2021.

Loans at fair value – Held in VIEs and Asset-Backed Financings at Fair Value

Loans at fair value held in VIEs and Asset-backed financings at fair value recorded a net loss of $5.8 million and $13.2 million, respectively, during the quarter and six months ended June 30, 2022, as compared to a net gain of $918,000 and net loss of $526,000, respectively, during the quarter and six months ended June 30, 2021. The net loss during the quarter and six months ended June 30, 2022 reflects the effect of increasing interest rates and widening credit spreads during the quarter and six months ended June 30, 2022.

CRT Arrangements

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Investment income:
Net (losses) gains on investments and financings:
Derivative and CRT strips:
CRT derivatives:
Realized	$	9,157		$	28,631		$	30,358		$	52,127
Valuation changes		(14,740	)		(9,431	)		(41,789	)		3,443
		(5,583	)		19,200			(11,431	)		55,570
CRT strips:
Realized		16,078			31,368			33,841			63,972
Valuation changes		(49,738	)		41,724			(91,496	)		134,946
		(33,660	)		73,092			(57,655	)		198,918
Interest-only security payable at fair value		(3,112	)		5,737			(8,892	)		(2,428	)
		(42,355	)		98,029			(77,978	)		252,060
Interest income ‒ Deposits securing CRT arrangements		2,384			156			2,606			325
	$	(39,971	)	$	98,185		$	(75,372	)	$	252,385

Net recoveries received to settle reversal of previously recognized losses on CRT arrangements	$	4,456		$	20,212		$	20,429		$	33,555

	June 30, 2022			December 31, 2021
	(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT derivatives	$	(22,511	)	$	18,964
CRT strips		(118,333	)		(26,837	)
	$	(140,844	)	$	(7,873	)

Deposits securing CRT arrangements	$	1,430,759		$	1,704,911
Interest-only security payable at fair value	$	19,485		$	10,593

CRT arrangement assets pledged to secure borrowings:
Derivative assets	$	324		$	19,627
Deposits securing CRT arrangements (1)	$	1,430,759		$	1,704,911

UPB of loans underlying CRT arrangements	$	26,327,563		$	30,808,907
Collection status (UPB):
Delinquency (2)
Current	$	25,726,633		$	29,581,803
30-89 days delinquent	$	318,681		$	349,291
90-180 days delinquent	$	102,021		$	120,775
180 or more days delinquent	$	157,518		$	748,576
Foreclosure	$	22,710		$	8,462
Bankruptcy	$	54,403		$	64,694
Delinquent loans in COVID-19 pandemic-related forbearance plans:
30-89 days delinquent	$	44,194		$	44,015
90-180 days delinquent	$	47,867		$	57,815
180 or more days delinquent	$	46,861		$	174,041

(1)	Deposits securing credit risk transfer strip arrangements pledged to creditors also secure $141.2 million and $27.5 million in CRT derivative and CRT strip liabilities at June 30, 2022 and December 31, 2021, respectively.

(2)	Includes delinquent loans in COVID-19 pandemic-related forbearance plans that were requested by borrowers seeking payment relief in accordance with the CARES Act.

The performance of our investments in CRT arrangements during the quarter and six months ended June 30, 2022, reflects credit spread widening (an increase in the interest rate demanded by investors for instruments over those that are considered “risk free”) for CRT securities in the credit markets. This contrasts with CRT investments’ gains during the quarter and six month periods ended June 30, 2021, which reflects a decrease in credit spread as the credit markets continued to recover from the dislocation experienced during the first six months of 2020 as a result of the onset of the COVID-19 pandemic.

Net Gains on Loans Acquired for Sale

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
From nonaffiliates:
Cash loss:
Loans	$	(298,024	)	$	(222,271	)	$	(737,812	)	$	(815,060	)
Hedging activities		123,997			(292,226	)		462,099			171,050
		(174,027	)		(514,497	)		(275,713	)		(644,010	)
Non-cash gain:
Receipt of MSRs in loan sale transactions		170,658			412,938			365,254			820,634
Provision for losses relating to representations and warranties provided in loan sales:
Pursuant to loan sales		(1,129	)		(8,472	)		(2,446	)		(16,985	)
Reduction in liability due to change in estimate		1,530			1,095			2,695			2,519
		401			(7,377	)		249			(14,466	)
Change in fair value during the period of financial instruments:
Interest rate lock commitments		21,809			94,605			(4,107	)		(42,638	)
Loans		(23,955	)		(85,699	)		(1,937	)		(2,476	)
Hedging derivatives		11,722			126,126			(74,481	)		(39,674	)
		9,576			135,032			(80,525	)		(84,788	)
		180,635			540,593			284,978			721,380
Total from nonaffiliates		6,608			26,096			9,265			77,370
From PFSI—cash		1,063			1,630			2,359			3,368
	$	7,671		$	27,726		$	11,624		$	80,738

Interest rate lock commitments issued on loans acquired for sale to nonaffiliates	$	11,079,906		$	30,332,297		$	21,274,224		$	64,330,116
Acquisition of loans for sale (UPB):
To nonaffiliates	$	10,323,700		$	30,479,292		$	20,092,962		$	64,241,132
To PFSI		10,649,077			16,174,868			23,379,407			33,614,940
	$	20,972,777		$	46,654,160		$	43,472,369		$	97,856,072

The changes in gain on loans acquired for sale during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021, reflect the effect of rising interest rates on demand for mortgage loans and on gain on sale margins.

Non-cash elements of gain on sale of loans

Interest Rate Lock Commitments

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

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

Mortgage Servicing Rights

Our methods to measure and update the measurements of our MSRs are detailed in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.

Liability for Losses Under Representations and Warranties

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

We recorded a provision for losses relating to representations and warranties relating to current loan sales of $1.1 million and $2.4 million, for the quarter and six months ended June 30, 2022, respectively compared to $8.5 million and $17.0 million for the quarter and six months ended June 30, 2021, respectively. The decrease in the provision relating to current loan sales reflects the decrease of our loan sales volume.

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

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

	Quarter ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(in thousands)
Indemnification activity (UPB):
Loans indemnified at beginning of period	$	2,782		$	3,696		$	2,782		$	4,583
New indemnifications		1,968			—			1,968			—
Less: Indemnified loans repaid or refinanced		—			186			—			1,073
Loans indemnified at end of period	$	4,750		$	3,510		$	4,750		$	3,510
Loans indemnified by correspondent lenders at end of period							$	1,298		$	1,497
UPB of loans with deposits received from correspondent sellers collateralizing prospective indemnification losses at end of period							$	1,219		$	213
Repurchase activity (UPB):
Loans repurchased	$	27,790		$	14,183		$	52,024		$	30,277
Less:
Loans repurchased by correspondent sellers		24,528			14,652			41,372			22,699
Loans resold or repaid by borrowers		3,911			2,881			15,083			9,145
Net loans (resolved) repurchased with losses chargeable to liability for representations and warranties	$	(649	)	$	(3,350	)	$	(4,431	)	$	(1,567	)
Net losses charged to liability for representations and warranties	$	383		$	30		$	559		$	45
At end of period:
Loans subject to representations and warranties							$	220,982,060		$	193,579,850
Liability for representations and warranties							$	39,441		$	36,314

During the quarter and six months ended June 30, 2022, we repurchased loans totaling $27.8 million and $52.0 million, respectively. We recorded losses of $383,000 and $559,000 net of recoveries during the quarter and six months ended June 30, 2022, respectively. Our losses arising from representations and warranties have historically been minimized by our ability to either recover most of the losses from our correspondent sellers or from our ability to refinance and resell repurchased loans. The recent increases in market interest rates and expected economic slowdown may affect certain of our correspondent sellers’ ability to honor their obligations to repurchase delinquent loans. Furthermore, these factors may increase the level of borrower defaults, increasing the level of repurchases we are required to make and making profitable resolutions of repurchased loans more difficult. We expect the effect of these developments to increase the losses we incur in relation to our representations and warranties compared to our historical experience. However, we believe our recorded liability is presently adequate to absorb such losses.

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

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

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

Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded $1.5 million and $2.7 million reductions in liability for representations and warranties during the quarter and six months ended June 30, 2022, respectively, as compared to $1.1 million and $2.5 million for the same periods in 2021, due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.

Loan Origination Fees

Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. The decrease in fees during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021, reflects a decrease in our purchases of loans with delivery fees.

Net Interest Income (Expense)

Net interest income (expense) is summarized below:

	Quarter ended June 30, 2022							Quarter ended June 30, 2021
	Interest				Interest			Interest					Interest
	income/		Average		yield/			income/			Average		yield/
	expense		balance		cost %			expense			balance		cost %
	(dollars in thousands)
Assets:
Cash and short-term investments	$	1,175	$	324,496		1.43	%	$	215		$	248,196		0.34	%
Mortgage-backed securities		40,651		3,218,053		5.00	%		7,806			1,951,102		1.58	%
Loans acquired for sale at fair value		23,442		1,767,327		5.25	%		32,613			4,153,241		3.11	%
Loans at fair value:
Held by variable interest entity		15,736		1,753,381		3.55	%		1,368			103,615		5.22	%
Distressed		14		3,996		1.39	%		40			7,208		2.20	%
		15,750		1,757,377		3.55	%		1,408			110,823		5.03	%
Deposits securing CRT arrangements		2,384		1,492,997		0.63	%		156			2,503,261		0.02	%
		83,402		8,560,250		3.85	%		42,198			8,966,623		1.86	%
Placement fees relating to custodial funds		7,204							1,472
Other		92							16
		90,698	$	8,560,250		4.19	%		43,686		$	8,966,623		1.93	%
Liabilities:
Assets sold under agreements to repurchase	$	25,048	$	5,293,064		1.87	%	$	23,282		$	5,733,765		1.61	%
Mortgage loan participation purchase and sale agreement		232		33,908		2.71	%		141			32,152		1.73	%
Notes payable secured by credit risk transfer and mortgage servicing assets		24,413		2,408,122		4.01	%		24,174			2,917,356		3.28	%
Exchangeable senior notes		8,334		544,341		6.06	%		10,310			495,032		8.24	%
Asset-backed financings of at fair value		15,016		1,646,941		3.61	%		1,996			95,069		8.31	%
		73,043		9,926,376		2.91	%		59,903			9,273,374		2.56	%
Interest shortfall on repayments of loans serviced for Agency securitizations		4,430							18,536
Interest on loan impound deposits		677							763
		78,150	$	9,926,376		3.11	%		79,202		$	9,273,374		3.38	%
Net interest income (expense)	$	12,548						$	(35,516	)
Net interest margin						0.58	%							-1.57	%
Net interest spread						1.08	%							-1.45	%

	Six months ended June 30, 2022							Six months ended June 30, 2021
	Interest				Interest			Interest					Interest
	income/		Average		yield/			income/			Average		yield/
	expense		balance		cost %			expense			balance		cost %
	(dollars in thousands)
Assets:
Cash and short-term investments	$	1,578	$	254,431		1.23	%	$	441		$	260,133		0.34	%
Mortgage-backed securities		55,051		3,018,968		3.63	%		16,092			1,978,496		1.62	%
Loans acquired for sale at fair value		42,690		1,946,485		4.36	%		55,520			3,887,734		2.84	%
Loans at fair value:
Held by variable interest entities		28,585		1,655,725		3.43	%		3,267			116,298		5.59	%
Distressed		188		4,030		9.28	%		293			7,504		7.77	%
		28,773		1,659,755		3.45	%		3,560			123,802		5.72	%
Excess servicing spread from PFSI		—		—		—			1,280			43,484		5.85	%
Deposits securing CRT arrangements		2,606		1,561,190		0.33	%		325			2,622,897		0.02	%
		130,698		8,440,829		3.08	%		77,218			8,916,546		1.72	%
Placement fees relating to custodial funds		10,914							4,004
Other		149							53
		141,761	$	8,440,829		3.34	%		81,275		$	8,916,546		1.81	%
Liabilities:
Assets sold under agreements to repurchase	$	40,619	$	5,147,290		1.57	%	$	51,941		$	5,862,480		1.76	%
Mortgage loan participation purchase and sale agreement		408		34,854		2.33	%		305			35,638		1.70	%
Notes payable secured by credit risk transfer and mortgage servicing assets		44,779		2,423,363		3.68	%		42,773			2,590,852		3.28	%
Exchangeable senior notes		16,654		536,986		6.17	%		15,852			390,053		8.08	%
Asset-backed financings at fair value		26,043		1,554,290		3.33	%		2,164			107,672		4.00	%
Assets sold to PFSI under agreement to repurchase		—		—		—			387			26,256		2.93	%
		128,503		9,696,783		2.64	%		113,422			9,012,951		2.50	%
Interest shortfall on repayments of loans serviced for Agency securitizations		11,472							40,576
Interest on loan impound deposits		1,689							1,512
		141,664	$	9,696,783		2.91	%		155,510		$	9,012,951		3.43	%
Net interest income (expense)	$	97						$	(74,235	)
Net interest margin						0.00	%							-1.66	%
Net interest spread						0.43	%							-1.62	%

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

	Quarter ended June 30, 2022									Six months ended June 30, 2022
	vs.									vs.
	Quarter ended June 30, 2021									Six months ended June 30, 2021
	Increase (decrease) due to changes in									Increase (decrease) due to changes in
	Rate			Volume			Total			Rate			Volume			Total
	(in thousands)
Assets:
Cash and short-term investments	$	875		$	85		$	960		$	1,147		$	(10	)	$	1,137
Mortgage-backed securities		25,246			7,599			32,845			27,370			11,589			38,959
Loans acquired for sale at fair value		15,434			(24,605	)		(9,171	)		22,058			(34,888	)		(12,830	)
Loans at fair value:
Held by variable interest entities		(576	)		14,944			14,368			(1,731	)		27,049			25,318
Distressed		(12	)		(14	)		(26	)		49			(154	)		(105	)
		(588	)		14,930			14,342			(1,682	)		26,895			25,213
Excess servicing spread from PFSI		—			—			—			—			(1,280	)		(1,280	)
Deposits securing CRT arrangements		2,316			(88	)		2,228			2,464			(183	)		2,281
		43,283			(2,079	)		41,204			51,357			2,123			53,480
Placement fees relating to custodial funds		—			5,732			5,732			—			6,910			6,910
Other		—			76			76			—			96			96
		43,283			3,729			47,012			51,357			9,129			60,486
Liabilities:
Assets sold under agreements to repurchase		3,649			(1,883	)		1,766			(5,351	)		(5,971	)		(11,322	)
Mortgage loan participation purchase and sale agreement		83			8			91			110			(7	)		103
Notes payable secured by credit risk transfer and mortgage servicing assets		4,872			(4,633	)		239			4,887			(2,881	)		2,006
Exchangeable senior notes		(2,929	)		953			(1,976	)		(4,301	)		5,103			802
Asset-backed financings of at fair value		(1,747	)		14,767			13,020			(419	)		24,298			23,879
Assets sold to PFSI under agreement to repurchase		—			—			—			—			(387	)		(387	)
		3,928			9,212			13,140			(5,074	)		20,155			15,081
Interest shortfall on repayments of loans serviced for Agency securitizations		—			(14,106	)		(14,106	)		—			(29,104	)		(29,104	)
Interest on loan impound deposits		—			(86	)		(86	)		—			177			177
		3,928			(4,980	)		(1,052	)		(5,074	)		(8,772	)		(13,846	)
Increase in net interest income	$	39,355		$	8,709		$	48,064		$	56,431		$	17,901		$	74,332

The increase in net interest income during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021, is due to:

•

A decrease in the interest shortfall on repayments of loans serviced for the Agency securitizations, reflecting decreased prepayment activity in our MSR portfolio as a result of increasing interest rates reducing the incentive of borrowers to refinance their loans.

•

An increase in the yields we earn on our investments in MBS and loans acquired for sale arising from our acquisition of higher coupon Agency pass through securities and subordinate credit securities.

Expenses

Our expenses are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Earned by PennyMac Financial Services, Inc.:
Loan servicing fees	$	20,335	$	20,015	$	41,423	$	39,108
Loan fulfillment fees		20,646		54,020		37,400		114,855
Management fees		7,910		11,913		16,027		20,362
Loan origination		2,782		7,986		5,624		17,294
Professional services		1,252		1,897		5,277		4,121
Loan collection and liquidation		1,251		3,975		4,428		7,832
Safekeeping		1,021		2,592		3,416		4,533
Compensation		1,549		1,328		2,986		3,513
Other		4,622		4,043		8,568		6,520
	$	61,368	$	107,769	$	125,149	$	218,138

Expenses decreased $46.4 million and $93.0 million, during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021. The decrease for the quarter and six months ended June 30, 2022, as compared to the same periods in 2021, is primarily due to reduced fees relating to fulfillment activities performed by PFSI on our behalf.

Loan Servicing Fees

Loan servicing fees payable to PLS are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Loan servicing fees:
Loans acquired for sale at fair value	$	258	$	630	$	522	$	1,173
Loans at fair value		106		80		316		217
MSRs		19,971		19,305		40,585		37,718
	$	20,335	$	20,015	$	41,423	$	39,108
Average investment in:
Loans acquired for sale at fair value	$	1,767,327	$	4,153,241	$	1,946,485	$	3,887,734
Loans at fair value	$	1,757,377	$	110,823	$	1,659,755	$	123,802
Average MSR portfolio UPB	$	220,402,133	$	191,539,208	$	219,051,445	$	184,477,096

Loan servicing fees increased by $320,000 and $2.3 million during the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. We incur loan servicing fees primarily in support of our MSR portfolio. The increase in loan servicing fees is due to growth in our portfolio of MSRs.

Loan Fulfillment Fees

Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. Fulfillment fees decreased $33.4 million and $77.5 million during the quarter and six months ended June 30, 2022, respectively, compared to the same periods in 2021. The decrease was primarily due to a decrease in loan production volume.

Management Fees

Management fees payable to PCM are summarized below:

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Base	$	7,910	$	8,648	$	16,027	$	17,097
Performance incentive		—		3,265		—		3,265
	$	7,910	$	11,913	$	16,027	$	20,362
Average shareholders' equity amounts used to calculate base management fee expense	$	2,125,557	$	2,340,948	$	2,168,930	$	2,325,605

Management fees decreased by $4.0 million and $4.3 million during the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. This decrease reflects the nonrecurrence of a performance incentive fee during the 2022 period along with the effect of the decrease in our average shareholders’ equity on our base management fee during the quarter and six months ended June 30, 2022, as compared to the quarter and six months ended June 30, 2021.

Loan origination

Loan origination expenses decreased $5.2 million and $11.7 million during the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021, primarily reflecting a decrease in the volume of loans produced through our correspondent production activities.

Income Taxes

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

The Company’s effective tax rate was (77.4)% and (312.0)% with consolidated pretax loss of $39.9 million and $21.8 million for the quarter and six months ended June 30, 2022, respectively. The TRS recognized a tax expense of $32.6 million on pretax income of $147.6 million and tax expense of $70.5 million on pretax income of $420.4 million for the quarter and six months ended June 30, 2022, respectively. The TRS income was primarily due to increases in the fair value of MSRs. For the same periods in 2021, the TRS recognized a tax benefit of $24.3 million on a pretax loss of $149.6 million and a tax benefit of $4.9 million on a pretax loss of $61.5 million, respectively. The Company’s reported consolidated pretax income for the quarter and six months ended June 30, 2021 was $13.8 million and $104.8 million, respectively. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.

The CARES Act, passed in March 2020, introduced a number of tax law changes which are generally taxpayer favorable and in December 2020, the Taxpayer Certainty and Disaster Tax Relief Act was signed into law. No material changes in our effective income tax rates resulted from either Act. While the CARES Act provides for carry back of losses from 2018, 2019 and 2020, the TRS does not have taxable income from prior years to which the losses could be carried back.

Balance Sheet Analysis

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

	June 30,		December 31,
	2022		2021
	(in thousands)
Assets
Cash	$	332,009	$	58,983
Investments:
Short-term		88,818		167,999
Mortgage-backed securities at fair value		3,853,076		2,666,768
Loans acquired for sale at fair value		1,793,665		4,171,025
Loans at fair value		1,654,483		1,568,726
Derivative assets		17,372		34,238
Deposits securing credit risk transfer arrangements		1,430,759		1,704,911
MSRs		3,695,609		2,892,855
		12,533,782		13,206,522
Other		351,488		507,203
Total assets	$	13,217,279	$	13,772,708
Liabilities
Debt:
Short-term	$	5,725,671	$	6,721,878
Long-term		4,854,674		4,455,012
		10,580,345		11,176,890
Other		566,294		228,300
Total liabilities		11,146,639		11,405,190
Shareholders’ equity		2,070,640		2,367,518
Total liabilities and shareholders’ equity	$	13,217,279	$	13,772,708

Total assets decreased by approximately $555.4 million during the period from December 31, 2021 through June 30, 2022, primarily due to a decrease of $2.4 billion in Loans acquired for sale at fair value and $274.2 million in Deposits securing credit risk transfer arrangements pledged to creditors, partially offset by increases in MBS of $1.2 billion, MSRs of $802.8 million, and Loans at fair value of $85.8 million.

Asset Acquisitions

Our asset acquisitions are summarized below.

Correspondent Production

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

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Correspondent loan purchases:
Government-Sponsored Entity eligible (1)	$	10,428,922	$	31,467,800	$	20,626,883	$	66,421,755
Government-insured or guaranteed - for sale to PLS		10,837,817		16,926,863		23,971,277		35,215,654
Advances to home equity lines of credit		50		20		97		56
	$	21,266,789	$	48,394,683	$	44,598,257	$	101,637,465

(1)	Government-Sponsored Entity eligibility refers to the eligibility of loans for sale to Fannie Mae or Freddie Mac. The Company sells or finances a portion of its Government-Sponsored Entity eligible loan production to other investors.

During the quarter and six months ended June 30, 2022, we purchased for sale $21.3 billion and $44.6 billion, respectively, in fair value of correspondent production loans as compared to $48.4 billion and $101.6 billion during the quarter and six months ended June 30, 2021, respectively. The decrease in loan production reflects the effect of decreased loan demand as a result of the increasing interest rate environment during the quarter and six months ended June 30, 2022, as compared to the same periods in 2021.

Other Investment Activities

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

	Quarter ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in thousands)
Mortgage-backed securities (net of sales)	$	1,019,276	$	423,660	$	1,681,050	$	382,196
Loans secured by investment properties, net of associated asset-backed financing		—		12,894		23,485		12,894
Mortgage servicing rights received in loan sales		170,658		412,938		365,254		820,634
Excess servicing spread received pursuant to a recapture agreement		—		—		—		557
	$	1,189,934	$	849,492	$	2,069,789	$	1,216,281

Our acquisitions during the quarters and six months ended June 30, 2022 and 2021 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.

Investment Portfolio Composition

Mortgage-Backed Securities

Following is a summary of our MBS holdings:

	June 30, 2022									December 31, 2021
					Average									Average
	Fair				Life					Fair				Life
	value		Principal		(in years)		Coupon			value		Principal		(in years)		Coupon
	(dollars in thousands)
Agency Pass-through securities	$	3,712,161	$	3,930,972		9.7		3.2	%	$	2,666,768	$	2,649,238		8.6		2.2	%
Subordinate credit-linked securities		116,629		125,620		4.7		8.8	%		—		—		—		—
Senior non-Agency securities		24,286		28,911		14.5		2.5	%		—		—		—		—
	$	3,853,076	$	4,085,503						$	2,666,768	$	2,649,238

CRT Transactions

Following is a summary of the composition of our holdings of CRT arrangements.

	June 30, 2022			December 31, 2021
	(in thousands)
Carrying value of CRT arrangements:
Derivative and credit risk transfer strip assets (liabilities), net
CRT strips	$	(118,333	)	$	(26,837	)
CRT derivatives		(22,511	)		18,964
		(140,844	)		(7,873	)
Deposits securing CRT arrangements		1,430,759			1,704,911
Interest-only security payable at fair value		(19,485	)		(10,593	)
	$	1,270,430		$	1,686,445
UPB of loans subject to credit guarantee obligations	$	26,327,563		$	30,808,907

Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of June 30, 2022:

		Year of origination
		2020		2019		2018		2017		2016		2015		Total
	(in millions)
UPB:
Outstanding		$	5,336	$	12,128	$	3,107	$	2,788	$	2,255	$	714	$	26,328
Cumulative defaults		$	52	$	438	$	394	$	489	$	193	$	55	$	1,621
Cumulative losses		$	—	$	3	$	9	$	19	$	11	$	6	$	48

		Year of origination
Original debt-to income ratio		2020			2019			2018			2017			2016			2015			Total
	(in millions)
<25%		$	1,102		$	1,880		$	308		$	354		$	334		$	77		$	4,055
25 - 30%			859			1,566			266			319			307			79			3,396
30 - 35%			949			1,884			371			426			388			109			4,127
35 - 40%			925			2,157			506			507			429			128			4,652
40 - 45%			911			2,564			713			716			593			194			5,691
>45%			590			2,077			943			466			204			127			4,407
		$	5,336		$	12,128		$	3,107		$	2,788		$	2,255		$	714		$	26,328
Weighted average			33.4	%		35.6	%		38.6	%		36.5	%		35.0	%		31.4	%		35.4	%

		Year of origination
Origination FICO credit score		2020		2019		2018		2017		2016		2015		Total
	(in millions)
600 - 649		$	35	$	161	$	62	$	34	$	21	$	12	$	325
650 - 699			262		1,093		616		427		276		143		2,817
700 - 749			1,258		3,512		1,101		946		717		220		7,754
750 or greater			3,773		7,329		1,320		1,376		1,241		339		15,378
Not available			8		33		8		5		—		—		54
		$	5,336	$	12,128	$	3,107	$	2,788	$	2,255	$	714	$	26,328
Weighted average			763		753		736		744		751		742		752

		Year of origination
Origination loan-to value ratio		2020			2019			2018			2017			2016			2015			Total
	(in millions)
<80%		$	2,510		$	4,352		$	1,038		$	896		$	907		$	284		$	9,987
80-85%			893			2,361			763			793			611			191			5,612
85-90%			348			682			136			143			124			40			1,473
90-95%			490			1,273			345			345			251			77			2,781
95-100%			1,095			3,460			825			611			362			122			6,475
		$	5,336		$	12,128		$	3,107		$	2,788		$	2,255		$	714		$	26,328
Weighted average			80.7	%		83.1	%		83.1	%		82.5	%		80.7	%		81.0	%		82.3	%

		Year of origination
Current loan-to value ratio (1)		2020			2019			2018			2017			2016			2015			Total
	(in millions)
<80%		$	4,855		$	11,230		$	2,988		$	2,762		$	2,250		$	713		$	24,798
80-85%			380			659			81			20			3			1			1,144
85-90%			82			193			27			4			2			—			308
90-95%			17			36			8			1			—			—			62
95-100%			1			9			2			1			—			—			13
>100%			1			1			1			—			—			—			3
		$	5,336		$	12,128		$	3,107		$	2,788		$	2,255		$	714		$	26,328
Weighted average			66.0	%		65.7	%		62.1	%		57.0	%		51.6	%		48.6	%		62.7	%

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

		Year of origination
Geographic distribution		2020		2019		2018		2017		2016		2015		Total
	(in millions)
CA		$	537	$	1,137	$	361	$	289	$	417	$	127	$	2,868
FL			588		1,166		386		296		244		65		2,745
TX			647		1,062		256		244		290		113		2,612
VA			279		544		115		132		163		67		1,300
MD			206		501		145		155		149		39		1,195
Other			3,079		7,718		1,844		1,672		992		303		15,608
		$	5,336	$	12,128	$	3,107	$	2,788	$	2,255	$	714	$	26,328

		Year of origination
Regional geographic distribution (1)		2020		2019		2018		2017		2016		2015		Total
	(in millions)
Northeast		$	491	$	1,470	$	368	$	398	$	284	$	105	$	3,116
Southeast			1,817		4,207		1,118		960		722		222		9,046
Midwest			503		1,293		266		267		203		51		2,583
Southwest			1,408		2,718		600		554		430		152		5,862
West			1,117		2,440		755		609		616		184		5,721
		$	5,336	$	12,128	$	3,107	$	2,788	$	2,255	$	714	$	26,328

(1)

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

		Year of origination
Collection status		2020		2019		2018		2017		2016		2015		Total
	(in millions)
Delinquency
Current - 89 Days		$	5,308	$	11,992	$	3,028	$	2,763	$	2,243	$	711	$	26,045
90 - 179 Days			10		44		25		12		7		2		100
180+ Days			16		82		45		12		4		1		160
Foreclosure			2		10		9		1		1		—		23
		$	5,336	$	12,128	$	3,107	$	2,788	$	2,255	$	714	$	26,328
Bankruptcy		$	2	$	19	$	14	$	8	$	10	$	2	$	54

Cash Flows

Our cash flows for the quarter ended June 30, 2022 and 2021 are summarized below:

	Six months ended June 30,
	2022			2021
	(in thousands)
Operating activities	$	1,677,551		$	(2,868,422	)
Investing activities		(785,106	)		990,684
Financing activities		(619,419	)		1,888,650
Net cash flows	$	273,026		$	10,912

Our cash flows resulted in a net increase in cash of $273.0 million during the six months ended June 30, 2022, as discussed below.

Operating activities

Cash provided by operating activities totaled $1.7 billion during the six months ended June 30, 2022, as compared to cash used in our operating activities of $2.9 billion during the six months ended June 30, 2021. Cash flows from operating activities are most influenced by cash flows from loans acquired for sale as shown below:

	Six months ended June 30,
	2022		2021
	(in thousands)
Operating cash flows from:
Loans acquired for sale	$	1,545,213	$	(2,692,721	)
Other		132,338		(175,701	)
	$	1,677,551	$	(2,868,422	)

Cash flows from loans acquired for sale primarily reflect changes in the level of production inventory from the beginning to end of the periods presented. Our inventory of loans held for sale decreased during the six months ended June 30, 2022, as compared to the same period in 2021.

Investing activities

Net cash used in our investing activities was $785.1 million for the six months ended June 30, 2022, as compared to net cash provided by our investing activities of $990.7 million for the six months ended June 30, 2021, primarily due to purchases of our investments in MBS in excess of sales and repayments of such assets partially offset by repayments from our investments in CRT arrangements and decreases in margin deposits.

Financing activities

Net cash used in our financing activities was $619.4 million for the six months ended June 30, 2022, as compared to net cash provided by our financing activities of $1.9 billion for the six months ended June 30, 2021. This change reflects reduced financing requirements relating to loans acquired for sale.

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

Liquidity and Capital Resources

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

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

The impact of the COVID-19 pandemic on our operations, liquidity and capital resources remains uncertain and difficult to predict. For further discussion of this and other risks applicable to us, see our Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors.”

Debt Financing

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

Our debt financing is summarized below:

	Assets financed
Financing	MBS		Loans acquired for sale		Loans at fair value		CRT assets, net		MSRs (1)		REO		Total
	(in thousands)
Borrowings
Short term
Assets sold under agreements to repurchase	$	3,676,751	$	1,572,594	$	74,641	$	62,416	$	260,000	$	—	$	5,646,402
Mortgage loan participation purchase and sale agreements		—		79,269		—		—		—		—		79,269
Long term
Notes payable secured by CRT arrangements and MSRs		—		—		—		892,489		1,849,261		—		2,741,750
Asset-backed financings at fair value		—		—		1,548,636		—		—		—		1,548,636
Interest-only security payable		—		—		—		19,485		—		—		19,485
Total secured borrowings	$	3,676,751	$	1,651,863	$	1,623,277	$	974,390	$	2,109,261	$	—	$	10,035,542
Exchangeable senior notes														544,803
Total borrowings	$	3,676,751	$	1,651,863	$	1,623,277	$	974,390	$	2,109,261	$	—		10,580,345
Shareholders' equity														2,070,640
Total financing													$	12,650,985

Net assets pledged to secure financing	$	3,853,076	$	1,741,309	$	1,650,866	$	1,289,915	$	3,694,534	$	5,815	$	12,235,515
Debt-to-equity ratio:
Excluding non-recourse debt													4.4:1
Total													5.1:1

(1)	Amounts pledged to secure financing include pledged servicing advances.

Sales of Assets Under Agreements to Repurchase

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

	Quarter ended June 30,				Six months ended June 30,
Assets sold under agreements to repurchase		2022		2021		2022		2021
	(in thousands)
Average balance outstanding	$	5,293,064	$	5,733,765	$	5,147,290	$	5,862,480
Maximum daily balance outstanding	$	6,543,551	$	7,198,610	$	8,187,913	$	8,440,669
Ending balance					$	5,646,402	$	7,193,671

The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our assets sold under agreements to repurchase was approximately $11.4 billion at June 30, 2022.

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

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

•

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

•

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

•

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

Debt Covenants

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

•

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

•

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

•

a maximum ratio of total liabilities to tangible net worth of less than 10:1 for PMC and PMH and 7:1 for the Company and our Operating Partnership; and

•

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

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

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

•

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

•

a minimum tangible net worth of $1.25 billion;

•

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

•

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

Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. We have obtained waivers of this requirement from all of the applicable lenders. We may be required to obtain additional waivers in the future if this condition precedent is not met.

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

Regulatory Capital and Liquidity Requirements

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

•

A minimum net worth of a base of $2.5 million plus 25 basis points of UPB for total 1-4 unit residential loans serviced;

•

A tangible net worth/total assets ratio greater than or equal to 6%;

•

A liquidity requirement equal to 0.035% (3.5 basis points) of total Agency servicing UPB plus an incremental 200 basis points of the amount by which total nonperforming Agency servicing UPB (reduced by 70% of the UPB of nonperforming Agency loans that are in COVID-19 pandemic-related payment forbearance and were current when they entered such forbearance) exceeds 6% of the applicable Agency servicing UPB; allowable assets to satisfy liquidity requirement include cash and cash equivalents (unrestricted), certain investment-grade securities that are available for sale or held for trading including Agency mortgage-backed securities, obligations of Fannie Mae or Freddie Mac, and U.S. Treasury obligations, and unused and available portions of committed servicing advance lines;

•

In the case of PLS, liquidity equal to the greater of $1.0 million or 0.10% (10 basis points) of its outstanding Ginnie Mae single-family securities, which must be met with cash and cash equivalents; and

•

In the case of PLS, net worth equal to $2.5 million plus 0.35% (35 basis points) of its outstanding Ginnie Mae single-family obligations.

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

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements

As of June 30, 2022, we have not entered into any off-balance sheet arrangements.

All debt financing arrangements that matured between June 30, 2022 and the date of this Report have been renewed, extended or replaced.

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of June 30, 2022:

Counterparty	Amount at risk
	(in thousands)
Bank of America, N.A.	$	99,402
JPMorgan Chase & Co.		56,931
RBC Capital Markets, L.P.		38,492
Barclays Capital Inc.		33,225
Citibank, N.A.		32,502
Credit Suisse First Boston Mortgage Capital LLC		23,612
Daiwa Capital Markets America Inc.		20,149
Amherst Pierpont Securities LLC		10,521
Wells Fargo Securities, LLC		7,544
Morgan Stanley Bank, N.A.		6,625
BNP Paribas Corporate & Institutional Banking		3,313
Goldman Sachs & Co. LLC		1,073
	$	333,389

Critical Accounting Estimates

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

Our Annual Report on Form 10-K for the year ended December 31, 2021 contains a discussion of our critical accounting policies, which utilize relevant critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, real estate values and other market-based risks. The primary market risks that we are exposed to are real estate risk, credit risk, interest rate risk, prepayment risk, inflation risk and market value risk.

Our primary trading asset is our inventory of loans acquired for sale. We believe that such assets’ fair values respond primarily to changes in the market interest rates for comparable recently-originated loans. Our other market-risk assets are a substantial portion of our investments and are primarily comprised of MSRs, ESS, CRT arrangements and MBS. We believe that the fair values of MSRs, ESS and MBS also respond primarily to changes in the market interest rates for comparable loans or yields on MBS. Changes in interest rates are reflected in the prepayment speeds underlying these investments and in the pricing spread (an element of the discount rate) used in their valuation. We believe that the primary market risks to the fair values of our investment in CRT arrangements are changes in market credit spreads and the fair value of the real estate securing the loans underlying such arrangements.

The following sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated variables; do not incorporate changes to other variables; are subject to the accuracy of various models and assumptions used; and do not incorporate other factors that would affect our overall financial performance in such scenarios, including operational adjustments made by management to account for changing circumstances. For these reasons, the following estimates should not be viewed as earnings forecasts.

Mortgage-Backed Securities at Fair Value

The following table summarizes the estimated change in fair value of our mortgage-backed securities as of June 30, 2022, given several hypothetical (instantaneous) changes in interest rates and parallel shifts in the yield curve:

Interest rate shift in basis points	-200		-75		-50		50			75			200
	(in thousands)
Change in fair value	$	296,040	$	138,820	$	94,833	$	(99,669	)	$	(150,022	)	$	(395,874	)

Mortgage Servicing Rights

The following tables summarize the estimated change in fair value of MSRs as of June 30, 2022, given several shifts in pricing spread, prepayment speeds and annual per-loan cost of servicing:

Change in fair value attributable to shift in:	-20%		-10%		-5%		+5%			+10%			+20%
	(in thousands)
Prepayment speed	$	236,195	$	114,072	$	56,082	$	(54,269	)	$	(106,815	)	$	(207,063	)
Pricing spread	$	214,720	$	104,484	$	51,549	$	(50,211	)	$	(99,131	)	$	(193,274	)
Annual per-loan cost of servicing	$	80,578	$	40,289	$	20,144	$	(20,144	)	$	(40,289	)	$	(80,578	)

CRT Arrangements

Following is a summary of the effect on fair value of various changes to the pricing spread input used to estimate the fair value of our CRT arrangements given several shifts in pricing spread:

Pricing spread shift in basis points	-100		-50		-25		25			50			100
	(in thousands)
Change in fair value	$	54,209	$	26,610	$	13,184	$	(12,948	)	$	(25,665	)	$	(50,427	)

Following is a summary of the effect on fair value of various instantaneous changes in home values from those used to estimate the fair value of our CRT arrangements given several shifts:

Property value shift in %	-15%			-10%			-5%			5%		10%		15%
	(in thousands)
Change in fair value	$	(90,840	)	$	(51,744	)	$	(22,560	)	$	18,218	$	32,933	$	44,810

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. However, no matter how well a control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

Our management has conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Report, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various legal actions, claims and proceedings arising in the ordinary course of business. As of June 30, 2022, we were not involved in any material legal actions, claims or proceedings.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the quarter and six months ended June 30, 2022.

Stock Repurchase Program

The following table provides information about our repurchases of common shares of beneficial interest (“common shares”) during the quarter ended June 30, 2022:

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (1)		Amount available for future share repurchases under the plans or programs (1)
							(in thousands)
April 1, 2022 – April 30, 2022		990	$	15.57		990	$	42,011
May 1, 2022 – May 31, 2022		255	$	15.60		255	$	38,032
June 1, 2022 – June 30, 2022		682	$	13.24		682	$	29,005

(1)	On June 11, 2021, the Company’s board of trustees approved an increase to the Company’s common share repurchase authorization from $300 million to $400 million. Under the repurchase program, as amended, the Company may repurchase up to $400 million of its outstanding common shares.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

		Incorporated by Reference from the Below-Listed Form (Each Filed under SEC File Number 001-34416)
Exhibit No.	Exhibit Description	Form	Filing Date

3.1	Declaration of Trust of PennyMac Mortgage Investment Trust, as amended and restated.	10-Q	November 6, 2009

3.2	Second Amended and Restated Bylaws of PennyMac Mortgage Investment Trust	8-K	March 16, 2018

3.3	Articles Supplementary classifying and designating the 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest.	8-A	March 7, 2017

3.4	Articles Supplementary classifying and designating the 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest.	8-A	June 30, 2017

3.5	Articles Supplementary classifying and designating the 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest.	8-A	August 20, 2021


10.1	Amendment No. 5 to Base Indenture, dated as of June 28, 2022, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp., Credit Suisse First Boston Mortgage Capital LLC.	8-K	July 5, 2022

10.2	Series 2022-FT1 Indenture Supplement to Base Indenture, dated as of June 28, 2022, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp., and Credit Suisse First Boston Mortgage Capital LLC.	8-K	July 5, 2022

10.3	Flow Servicing Agreement, dated as of June 1, 2022, by and between PennyMac Loan Services, LLC and PennyMac Corp.	*

10.4	Joint Amendment No. 5 to the Series 2017-VF1 Repurchase Agreement and Amendment No. 9 to the Pricing Side Letter, dated as of June 30, 2022 by and among Credit Suisse First Boston Mortgage Capital, LLC, Credit Suisse AG, Cayman Islands Branch, Citibank, N.A., PennyMac Corp. and PennyMac Mortgage Investment Trust.	*

31.1	Certification of David A. Spector pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*

31.2	Certification of Daniel S. Perotti pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*

32.1**	Certification of David A. Spector pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	**

32.2**	Certification of Daniel S. Perotti pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	**

101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, (ii) the Consolidated Statements of Operations for the quarter and six months ended June 30, 2022 and June 30, 2021, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the quarter and six months ended June 30, 2022 and June 30, 2021, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021, and (v) the Notes to the Consolidated Financial Statements.	*

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pennymac Mortgage Investment Trust (Registrant)

Dated: August 5, 2022	By:	/s/ David A. Spector
		David A. Spector
		Chairman and Chief Executive Officer (Principal Executive Officer)

Dated: August 5, 2022	By:	/s/ Daniel S. Perotti
		Daniel S. Perotti
		Senior Managing Director and Chief Financial Officer (Principal Financial Officer)