3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities.



	Successor
MSRs and Related Liabilities	June 30, 2019		December 31, 2018
Forward MSRs - fair value	$	3,505	$	3,665
Reverse MSRs - amortized cost	6		11
Mortgage servicing rights	$	3,511	$	3,676

Mortgage servicing liabilities - amortized cost	$	80	$	71

Excess spread financing - fair value	$	1,429	$	1,184
Mortgage servicing rights financing - fair value	43		32
MSR related liabilities - nonrecourse at fair value	$	1,472	$	1,216

Mortgage Servicing Rights

The Company owns and records at fair value the rights to service traditional residential mortgage (“forward”) loans for others either as a result of purchase transactions or from the retained servicing associated with the sales and securitizations of loans originated. MSRs are comprised of servicing rights related to both agency and non-agency loans.

The following table sets forth the activities of forward MSRs.



	Successor			Predecessor
MSRs - Fair Value	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Fair value - beginning of period	$	3,665		$	2,937
Additions:
Servicing retained from mortgage loans sold	169			139
Purchases of servicing rights⁽¹⁾	689			132
Dispositions:
Sales of servicing assets	(294		)	4
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model	(542		)	283
Other changes in fair value	(182		)	(139		)
Fair value - end of period	$	3,505		$	3,356

⁽¹⁾

Purchases of servicing rights during the six months ended June 30, 2019 includes $271 of mortgage servicing rights that were acquired from Pacific Union. See Note 2, Acquisitions for further discussion. In addition, on January 3, 2019, the Company entered into a subservicing contract for $24 billion in mortgages, which were subsequently purchased on May 1, 2019, resulting in additional $253 servicing rights in the second quarter of 2019.

From time to time, the Company sells its ownership interest in certain MSRs and is retained as the subservicer for the sold assets. The Company has evaluated the sale accounting requirements related to these transactions, including the Company’s continued involvement as the subservicer, and concluded that these transactions qualify for sale accounting treatment. During the six months ended June 30, 2019 and 2018, the Company and the Predecessor sold $22,932 and $1,203 in unpaid principal balance (“UPB”) of forward MSRs, of which $20,560 and $1 in UPB were retained by the Company and the Predecessor as subservicer, respectively.

MSRs measured at fair value are segregated between credit sensitive and interest sensitive pools at acquisition of MSRs. Credit sensitive pools are primarily impacted by borrower performance under specified repayment terms, which most directly impacts involuntary prepayments and delinquency rates. Interest sensitive pools are primarily impacted by changes in forecasted interest rates, which in turn impact voluntary prepayment speeds. The Company assesses whether acquired portfolios are more credit sensitive or interest sensitive in nature on the date of acquisition. Numerous factors are considered in making this assessment, including loan-to-value ratios, FICO scores, percentage of portfolio previously modified, portfolio seasoning and similar criteria. The determination between credit sensitive and interest sensitive for a pool is made at the date of acquisition, and no subsequent changes are made.

Credit sensitive portfolios generally consist of higher delinquency, single-family non-conforming residential forward mortgage loans serviced for agency and non-agency investors. Due to the Company’s focus on recapture and modifications, significant amounts of the credit sensitive portfolio have been re-underwritten and, therefore, behave more like the interest sensitive portfolio. Interest sensitive portfolios generally consist of lower delinquency, single-family conforming residential forward mortgage loans for agency investors.

The following table provides a breakdown of credit sensitive and interest sensitive unpaid principal balance (“UPB”) for the Company’s forward MSRs.



	Successor
	June 30, 2019				December 31, 2018
MSRs - Sensitivity Pools	UPB		Fair Value		UPB		Fair Value
Credit sensitive	$	167,381	$	1,797	$	135,752	$	1,495
Interest sensitive	148,631		1,708		159,729		2,170
Total	$	316,012	$	3,505	$	295,481	$	3,665

The Company used the following key weighted-average inputs and assumptions in estimating the fair value of MSRs.



	Successor
	June 30, 2019		December 31, 2018
Credit Sensitive
Discount rate	10.6	%	11.3	%
Prepayment speeds	13.5	%	11.8	%
Average life	5.9 years		6.4 years

Interest Sensitive
Discount rate	8.9	%	9.3	%
Prepayment speeds	13.9	%	10.0	%
Average life	5.6 years		7.0 years

Total MSR Portfolio
Discount rate	9.7	%	10.2	%
Prepayment speeds	13.7	%	10.8	%
Average life	5.8 years		6.7 years

The following table shows the hypothetical effect on the fair value of the Successor’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated.



	Successor
	Discount Rate						Total Prepayment Speeds
MSRs - Hypothetical Sensitivities	100 bps Adverse Change			200 bps Adverse Change			10% Adverse Change			20% Adverse Change
June 30, 2019
Mortgage servicing rights	$	(127	)	$	(245	)	$	(169	)	$	(325	)

December 31, 2018
Mortgage servicing rights	$	(137	)	$	(265	)	$	(129	)	$	(250	)

These hypothetical sensitivities should be evaluated with care. The effect on fair value of a 10% adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.

Reverse Mortgage Servicing Rights and Liabilities - Amortized Cost

The Company services certain HECM reverse mortgage loans with an unpaid principal balance of $25,569 and $28,415 as of June 30, 2019 and December 31, 2018, respectively. Mortgage servicing liabilities (“MSL”) had an ending balance of $80 and $71 as of June 30, 2019 and December 31, 2018, respectively. For the six months ended June 30, 2019 and 2018, the Company and the Predecessor accreted $28 and $11 of the MSL and recorded other MSL adjustments of $37 and $3, respectively. The MSL adjustment recorded by the Company relates to the fair value adjustments for MSL assumed from the Merger resulting from the revised cost to service assumption used in the valuation of MSL during the measurement period. See Note 2, Acquisitions for further information. An accretion recorded by the Predecessor relates to previous portfolio acquisitions.

Reverse MSR had an ending balance of $6 and $11 as of June 30, 2019 and December 31, 2018, respectively. For the six months ended June 30, 2019, the Company amortized $1 and recorded other MSR adjustments of $6. The MSR adjustment recorded by the Company relates to the fair value adjustments for MSR assumed from the Merger resulting from the revised cost to service assumption used in the valuation of MSR during the measurement period. See Note 2, Acquisitions for further information. For the six months ended June 30, 2018, the Predecessor recorded other MSR adjustments of $4.

The fair value of the reverse MSR was $7 and $11 as of June 30, 2019 and December 31, 2018, respectively. The fair value of the MSL was $44 and $53 as of June 30, 2019 and December 31, 2018, respectively. Management evaluates reverse MSRs and MSLs each reporting period for impairment. Based on management’s assessment at June 30, 2019, no impairment or increased obligation was needed.

Excess Spread Financing - Fair Value

In order to finance the acquisition of certain MSR portfolios, the Company has entered into sale and assignment agreements with a third-party associated with funds and accounts under management of BlackRock Financial Management Inc. (“BlackRock”), a third-party associated with funds and accounts under management of Värde Partners, Inc. (“Varde”) and with certain affiliated entities formed and managed by New Residential Investment Corp. (“New Residential”). The Company sold to these entities the right to receive a specified percentage of the cash flow generated from the portfolios in excess of a fixed base servicing fee per loan. The Company retains the base servicing fee, along with ancillary income and interest float earnings on principal and interest payments and escrows, and also incurs costs to service the specified pool. The Company is the legal owner and the servicer of the portfolios and provides all servicing and advancing functions.

In connection with the above transactions, the Company entered into refinanced loan obligations with New Residential, BlackRock and Varde that require the Company to transfer the new loan or a replacement loan of similar economic characteristics into the respective portfolio if the Company refinances any loan in the portfolio. The new or replacement loan will be governed by the same terms set forth in the sale and assignment agreement described above.

The Company used the following weighted-average assumptions in the Company’s valuation of excess spread financing.



	Successor
	June 30, 2019		December 31, 2018
Excess Spread Financing
Discount rate	9.6	%	10.4	%
Prepayment speeds	13.1	%	11.0	%
Recapture rate	20.2	%	18.6	%
Average life	5.7 years		6.5 years

The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated.



	Successor
	Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2019
Excess spread financing	$	53	$	111	$	58	$	121

December 31, 2018
Excess spread financing	$	47	$	99	$	38	$	81

As the cash flow assumptions utilized in determining the fair value amounts in the excess spread financing are based on the related cash flow assumptions utilized in the financed MSRs, any fair value changes recognized in the financed MSRs attributable to a related cash flow assumption would inherently have an inverse impact on the carrying amount of the related excess spread financing. For example, while an increase in discount rates would negatively impact the value of the Company’s financed MSRs, it would reduce the carrying value of the associated excess spread financing liability.

These hypothetical sensitivities should be evaluated with care. The effect on fair value of a 10% variation in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

From December 2013 through June 2014, the Predecessor entered into agreements to sell a contractually specified base servicing fee component of certain MSRs and servicing advances under specified terms to a joint venture capitalized by New Residential and certain unaffiliated third-party investors. The purpose of this transaction was to facilitate the financing of advances for private label mortgages. The Company continues to be the named servicer, and, for accounting purposes, ownership of the mortgage servicing rights continues to reside with the Company. Accordingly, the Company records the MSR and an MSR financing liability associated with this transaction in its consolidated balance sheets. The MSR financing liability reflects the incremental costs of this transaction relative to the market participant assumptions contained in the MSR valuation.

The following table sets forth the weighted average assumptions used in the valuation of the mortgage servicing rights financing liability.



	Successor
Mortgage Servicing Rights Financing Assumptions	June 30, 2019		December 31, 2018
Advance financing rates	3.7	%	4.2	%
Annual advance recovery rates	19.3	%	19.0	%

Mortgage Servicing Rights - Revenues

The following table sets forth the items comprising revenues associated with servicing loan portfolios.



	Successor						Predecessor
Servicing Revenue	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019			Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Contractually specified servicing fees⁽¹⁾	$	307		$	588		$	245		$	495
Other service-related income⁽¹⁾⁽²⁾	32			82			28			56
Incentive and modification income⁽¹⁾	10			17			18			33
Late fees⁽¹⁾	27			52			22			46
Reverse servicing fees	8			17			14			33
Mark-to-market adjustments⁽³⁾	(231		)	(524		)	19			171
Counterparty revenue share⁽⁴⁾	(70		)	(118		)	(50		)	(95		)
Amortization, net of accretion⁽⁵⁾	(56		)	(79		)	(48		)	(96		)
Total servicing revenue	$	27		$	35		$	248		$	643


⁽¹⁾	Amounts include subservicing related revenues.


⁽²⁾	Amount for the six months ended June 30, 2019 includes a gain of $21 from the execution of a clean-up call option on a reverse mortgage loan trust, as the Company was the master servicer and holder of clean-up call rights.

⁽³⁾

Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows for the Company and Predecessor was $17 and $22 for the three months ended June 30, 2019 and 2018, respectively, and $28 and $34 for the six months ended June 30, 2019 and 2018, respectively.


⁽⁴⁾	Counterparty revenue share represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements and the payments made associated with MSRs financing arrangements.

⁽⁵⁾

Amortization for the Company is net of excess spread accretion of $59 and MSL accretion of $11 for the three months ended June 30, 2019. Amortization for the Predecessor is net excess spread accretion of $37 for the three months ended June 30, 2018. For the six months ended June 30, 2019, the amortization for the Company is net of excess spread accretion of $95 and MSL accretion of $29. Amortization of the Predecessor is net of excess spread of $67 for the six months ended June 30, 2018. The Predecessor recorded MSL accretion within reverse servicing fees, whereas the Successor has elected to record MSL accretion within Amortization, net of accretion.