The following Management's Discussion and Analysis of Financial Condition and
Results of Operations, as well as other portions of this Form 10-Q, may contain
certain statements that constitute forward-looking statements within the meaning
of the federal securities laws. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "intend,"
"consider," "expect," "plan," "anticipate," "believe," "estimate," "predict" or
"continue" or the negative of such terms or other comparable terminology.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Our business has been undergoing substantial
change, which has magnified such risks and uncertainties. You should bear these
factors in mind when considering forward-looking statements and should not place
undue reliance on such statements. Forward-looking statements involve a number
of assumptions, risks and uncertainties that could cause actual results to
differ materially from those suggested by such statements. In the past, actual
results have differed from those suggested by forward-looking statements, and
this may happen again. You should consider all uncertainties and risks discussed
or referenced in this report, including those under "Forward-Looking Statements"
and Part II, Item 1A. Risk Factors, as well as those discussed in our other
reports and filings with the SEC, including those in our Annual Report on Form
10-K for the year ended December 31, 2019 and any subsequent SEC filings.
OVERVIEW


General


We are a financial services company that services and originates mortgage loans.
The majority of our revenues are generated from our residential mortgage
servicing business. At March 31, 2020, our residential mortgage servicing
portfolio consisted of 1,396,316 loans with a total UPB of $208.8 billion. We
service all mortgage loan classes, including conventional, government-insured
and non-Agency loans. Our originations business supports the growth of our
servicing volume. We originate and purchase conventional and government-insured
forward and reverse mortgage loans that we sell or securitize on a servicing
retained basis.

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We selectively sourced our MSR originations and acquisitions and our
subservicing through diversified channels, as detailed below:
Amounts in billions                                                        UPB
                                                           Quarter Ended         Quarter Ended
                                                           March 31, 2020      December 31, 2019
Mortgage servicing originations
Recapture MSR (1)                                        $           0.20     $            0.17
Correspondent MSR (1)                                                0.51                  0.40
Flow purchases MSR                                                   0.82                  0.24
GSE Cash Window MSR                                                  0.52                  0.55
Reverse mortgage servicing (2)                                       0.23                  0.26
Total servicing originations                                         2.28                  1.62
Bulk MSR purchases                                                   1.54                  2.74
Total servicing additions                                            3.82                  4.36
Subservicing additions (3)                                           3.14                  3.79
Total servicing and subservicing UPB additions (2)       $           6.96     $            8.15


(1) Represents the UPB of loans that have been originated or purchased during the

respective periods and for which we recognize a new MSR on our consolidated

balance sheets upon sale or securitization.

(2) Reverse mortgage loans are securitized on a servicing retained basis. The

loans are recognized on our consolidated balance sheets under GAAP without

any separate recognition of MSRs.

(3) Excludes the volume UPB associated with short-term interim subservicing for

some clients as a support to their originate-to-sell business, where loans

are boarded and de-boarded within the same quarter.




In our Originations business, we originate or purchase, and sell or securitize
forward and reverse mortgage loans that are mostly conventional and
government-insured. During the three months ended March 31, 2020, we originated
or purchased forward and reverse mortgage loans with a UPB of $710.2 million and
$226.0 million, respectively.
COVID-19 Pandemic Update
In March 2020, the WHO categorized COVID-19 as a pandemic and the COVID-19
outbreak was declared a national emergency in the U.S. The efforts to contain
the spread of the COVID-19 pandemic are adversely affecting economic conditions,
including an increase in unemployment, and are creating significant
uncertainties about the duration and magnitude of the economic downturn.
Ocwen took decisive actions to address the COVID-19 global pandemic. These
actions include a prohibition on international travel, non-essential domestic
travel, and in-person meetings, as well as increased sanitary protocols in its
facilities. Ocwen is following CDC, WHO and local guidelines and its business
continuity and crisis management teams and executive leadership are meeting
virtually on a daily basis. Ocwen is currently operating through a remote
workforce model for approximately 92% of its global workforce. Approximately 2%
of its U.S. workforce is working out of its facilities to support activities
that cannot be performed remotely. For those jobs that cannot be performed
remotely, social distancing and facilities hygiene recommendations are being
followed, as well as added disinfection cleaning of facilities that continue to
be occupied by its workforce. We believe our ability to maximize deployment of a
remote work model offers the best protection for employees and the communities
in which they live and provides the best assurance of our continued ability to
serve borrowers and investors. We did not incur any significant costs associated
with the transition to our remote work model during the three months ended March
31, 2020, except for the investment in laptops and related equipment for our
workforce that we capitalized as equipment. We have not changed our operations,
financial reporting process, systems, and controls.
The disruption created by the measures being taken to drive social distancing
may give rise to industry-wide elevated delinquency levels. Ocwen is an
experienced special servicer with proven capability to assist borrowers who are
facing financial difficulties and generate positive outcomes for mortgage loan
investors. We believe we have the necessary operating processes, practices and
systems to track large servicer advance balances at a detailed level and drive
strong advance recoveries within elevated delinquency portfolios. We believe the
current environment may create opportunities to assist borrowers who are facing
financial difficulties in retaining their homes while improving cash flow for
mortgage loan investors.

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COVID-19 Pandemic Update - Servicing
On March 27, 2020, the CARES Act was signed into law. The CARES Act allows
borrowers with federally backed mortgage loans who are affected by COVID-19 to
request temporary loan forbearance. Servicers must provide such forbearance for
up to 180 days if requested by the borrower. Borrowers may request additional
forbearance period of up to 180 days for FHA and VA guaranteed loans. During any
period of forbearance granted pursuant to the CARES Act, servicers must also
provide related protection, including, but not limited to, suspension of late
fees, as well as foreclosure and eviction activity. The CARES Act further
restricts servicers from pursuing certain foreclosure and eviction activity on
all occupied, federally backed mortgage loans until at least May 17, 2020,
regardless of whether the borrower has requested assistance.
Although PLS loans are not explicitly covered under the CARES Act, these loans
are subject to various requirements and expectations from state Governors,
regulators, and Attorneys General to assist borrowers enduring financial
hardship due to COVID-19 with forbearance, moratoria on foreclosure sales and
evictions and other requirements, some of which apply regardless of whether the
borrower has requested assistance. Ocwen provides payment relief to such
borrowers in accordance with these requirements and expectations, as well as our
servicing agreements. For example, we intend to grant eligible borrowers an
initial three months of forbearance and related protection, including suspension
of late fees, as well as suspension of foreclosure and eviction activity.
Generally, borrowers will be required to repay their suspended or reduced
mortgage payments after the forbearance period ends unless an alternate loss
mitigation solution is reached, which we anticipate will include extensions of
forbearance, repayment plans, payment deferrals, and loan modifications,
depending on the borrower's situation, account status, and applicable investor
guidelines. Before the completion of each period of forbearance, Ocwen will
attempt to contact the borrowers to assess their ability to resume making
payments and discuss other options which may be available if their hardship
persists.
We expect loan forbearance to rise significantly in the near term, in response
to the increase in unemployment claims. The unemployment rate increased from
5.1%, for the week ending March 28th, to 15.5% for the week ending April 25th,
an increase of 10.4 percentage points in four weeks, according to the U.S.
Department of Labor. We also expect that the recession that is expected by most
economic forecasts will result in many of those in forbearance not returning to
their jobs and so becoming delinquent at the end of the forbearance period.
Given the unprecedented nature of this event, it is difficult to predict the
severity and timing of this likely increase in delinquencies and forbearance.
An increase in loans in forbearance or an increase in delinquencies may
temporarily reduce our servicing revenue or may delay the timing of revenue
recognition. We receive and record servicing fees as income each period. Per the
servicing guides, we do not collect any servicing fees on delinquent loans for
the GSE and Ginnie Mae MSR loan population. In addition, we may not recognize
any servicing fee during the forbearance periods. Conditions will also affect
ancillary income timing and may reduce such income. While higher delinquencies
tend to increase the assessment of some ancillary income, such as late fees, we
will not be assessing late fees on loans in forbearance. The deferral of
servicing fee collections due to forbearance is not expected to significantly
impact our total cumulative revenue over the life of the loan but will reduce
near term revenue and cash flow. The delay in servicing fee collection is
expected to be partially offset by lower runoff in our MSR portfolio, as the
deferred servicing fees generally remain projected as future cash flows.
An increase in loans in forbearance, an increase in delinquencies, further
declines in market or mortgage rates and other assumptions changes would further
decrease the fair value of our MSR portfolio. We reported a $174.1 million loss
in MSR valuation adjustments, net in the first quarter of 2020, mostly driven by
$52.7 million portfolio runoff and a $156.7 million loss due to the decline in
interest rates due to the COVID-19 pandemic (117 basis-point decline in the
10-year treasury swap rate), partially offset by $35.3 million favorable fair
value gain from our MSR hedging strategy. The $65.5 million additional loss as
compared to the first quarter of 2019 is primarily due to the impact of the
additional decline in market interest rates.
An increase in loans in forbearance or an increase in delinquencies would
increase our cost to service and operating expenses. Loans in default typically
require more intensive effort to bring them current or manage the foreclosure
process. As forbearance periods end, additional efforts may be required to
establish repayment plans, loan modifications, extensions of forbearance,
payment deferrals, or other loss mitigation solutions. We follow regulatory and
investor requirements, including the temporary moratoria on evictions and
foreclosure sales and monitor daily our inventory and its trend due to the
COVID-19 environment.
An increase in loans in forbearance or an increase in delinquencies would
increase our servicing advances and may increase the related interest expense.
Additional fair value losses may be recorded on our MSRs as the projected
funding cost of existing and future expected servicing advances is a component
of the fair value of MSRs. We do not expect any significant changes to our
advances' allowance for losses, including under the new FASB's current expected
credit loss model (CECL), as advances are generally expected to be fully
reimbursed.

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For the quarter ended March 31, 2020, Ocwen provided approximately 27,500
COVID-19 related forbearance plans to its customers. NRZ has the responsibility
to advance on approximately 16,800, or 61%, Ocwen has the responsibility to
advance on approximately 9,400, or 34%, and no advances are required on
approximately 1,300, or 5%, of the loans subject to these forbearance plans. Of
the loans subject to these plans for which we are responsible for making
advances, our subservicing clients are obligated to reimburse Ocwen within 30
days of Ocwen making an advance on approximately 3,900 of these loans. Ocwen has
sole responsibility to advance on approximately 5,500 of these loans. Of this
amount, 67% are PLS and 20% are Freddie Mac, where in both cases Ocwen has its
own servicing advance financing lines.
For eligible PLS loans that were not significantly delinquent at the time
forbearance was applied to the account, Ocwen intends to administer each
three-month forbearance period through a series of one-month forbearance plans
each of which advances the due date upon completion and move the resulting
missed payment to or near the loan's maturity as a non-interest bearing balance.
As such, Ocwen does not expect to be out of pocket cash for P&I and T&I advances
for any more than one month for each of these eligible loans with forbearance
protection. We have a PLS servicing advance financing line that provides
financing at weighted average advance rates of 92% of eligible principal and
interest advances. As of March 31, 2020, Ocwen had $59.0 million in remaining
committed financing capacity under our PLS servicing advance financing line.
For Ginnie Mae loans, advance requirements are mitigated by the ability to use
excess funds in custodial accounts to cover principal and interest advances,
though the remaining advances are covered by corporate cash. Ginnie Mae has
announced it intends to provide financing to servicers to fund servicer advances
through its Pass-Through Assistance Program (PTAP). We are not acting at this
time to establish a private Ginnie Mae advance funding facility or planning to
access the Ginnie Mae PTAP. We will continue to assess our Ginnie Mae
requirements and options going forward and may establish financing later this
year.
For Freddie Mac loans, Ocwen has a servicing advance financing line that
provides financing at a 98% advance rate of eligible P&I advances, and an
overall weighted average advance rate of 80.5% of all eligible advances. As of
March 31, 2020, the Company had $45.0 million in remaining committed financing
capacity under this servicing advance financing line.
For Fannie Mae loans, advances are currently funded through corporate cash. On
April 21, 2020, the Federal Housing Finance Agency (FHFA) announced that the
120-day P&I servicer advance obligation limit for delinquent loans will apply to
loans in forbearance. Accordingly, once a servicer has advanced four months of
missed payments on a loan, it will have no further obligation to advance
scheduled payments, as the loan will be moved into an "Actual/Actual" remittance
status. Reimbursement of such P&I advance is expected after the forbearance
period ends, through loan resolution, cure or liquidation. Mortgage loans with
COVID-19 payment forbearance will be treated as they would in the event of a
natural disaster event and will remain in the MBS pools. GSE servicers are
required to make T&I and Corporate advances until the property is sold but can
submit reimbursement claims for certain T&I and Corporate advances after
incurring the expense. To the extent necessary, Ocwen intends to apply for
financing through the Federal Reserve Emergency Funding Programs when such
programs are made available to the industry. Ocwen's ability to utilize these
programs will be subject to eligibility requirements applicable to Ocwen and the
collateral being financed. The eligibility criteria and the timing of financing
availability is not yet known.
As of April 30, 2020, we provided approximately 114,600 COVID-19 related
forbearance plans to our customers, or an additional 87,100 forbearance plans
since March 31, 2020. The loans under forbearance represented 8.5% and 2.0% of
our servicing volume as of April 30, 2020 and March 31, 2020, respectively. Due
to the adverse economic conditions created by the COVID-19 pandemic, we expect
the number of forbearance plans to continue to increase in the near term,
consistent with the industry trend, and to continue to correlate with
unemployment claims. An increase in loans in forbearance would increase our
servicing advance obligations. The below table shows the requests for
forbearance plans and the estimated obligation to advance monthly P&I as of
March 31, 2020 and April 30, 2020:

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COVID-19 impacted borrowers and       As of March 31, 2020               As of April 30, 2020
monthly P&I advance estimate                       Estimated
                                                  Monthly P&I                      Estimated Monthly
                                   Number of        Advance         Number of         P&I Advance
                                  Forbearance      Obligation      Forbearance        Obligation
                                   Plans (3)      ($ million)       Plans (3)         ($ million)
GSE loans                              1,400     $        1.8           6,200     $             7.9
Ginnie Mae loans                         400              0.5           8,400                   7.9
PLS loans                              3,700              5.8          16,000                  24.4
Servicer                               5,500     $        8.1          30,600     $            40.2

GSE loans                              2,300     $        2.6           9,400     $            10.5
PLS loans                             14,500             14.0          63,200                  62.4
NRZ's responsibility (1)              16,800     $       16.6          72,600     $            72.9
Subservicer (2)                        3,900     $        4.5           6,500     $             8.9
No advance requirements                1,300                -           4,900                     -
Total                                 27,500     $       29.2         114,600     $           122.0

(1) Ocwen is obligated to advance under the terms of the 2017 Agreements and New

RMSR Agreements, and NRZ is obligated to reimburse Ocwen daily for PLS and

weekly for Freddie Mac and Fannie Mae servicing advances. See Note 8 - Rights

to MSRs and Note 11 - Borrowings for additional information.

(2) Ocwen is obligated to advance under the terms of subservicing agreements, and

subservicing clients (servicers) are generally obligated to reimburse Ocwen

within one day to 30 days for P&I advances.

(3) Numbers have been rounded.




COVID-19 Pandemic Update - Originations
Recent declines in interest rates and the continued execution of our
originations strategy have led to an increase in mortgage refinancing activity
in our portfolio retention channel. We continue to increase staffing levels to
maximize our recapture potential. Lock volume for the first quarter of 2020 was
approximately $870 million and funded volume was approximately $196 million.
Ocwen continues to approach MSR purchases with discipline as it has seen
increased volatility in primary and secondary margins as well as the average
30-year mortgage rate. We are bidding conservatively, especially on higher
coupon loans, while mortgage spreads are high, and the market is going through
price discovery. First quarter 2020 correspondent lock volume was approximately
$618 million and funded volume originated through correspondent and all other
flow channels was approximately $1.9 billion. In the current environment, there
are several factors that could impact Ocwen's volume and industry-wide volume
levels in all channels, including COVID-19 related impacts to the lending
ecosystem (e.g., appraiser unwillingness to enter homes; borrower unwillingness
to allow appraisers into homes; title agent office closings; and delays in
obtaining, and uncertainty relating to the validity of, verifications of
borrower employment), volatility of market interest rates, primary and secondary
spread volatility, industry capacity constraints, and uncertainty regarding the
future value of newly originated MSRs in light of the current wide spread
between the 10-year treasury rate and the 30-year conventional fixed rate
mortgage rate.
In this environment, our current capital allocation priorities are maintaining
liquidity to support its operations and funding its flow origination channels.
We continue to monitor our liquidity and calibrate our originations activity
based on our evolving assessment of the business environment and our liquidity
and financial condition. See Liquidity and Capital Resources for additional
COVID-19 update.
Business Initiatives
We have established a set of key business initiatives to achieve our objective
of returning to profitability in the shortest timeframe possible within an
appropriate risk and compliance environment. These include:
•      Managing the size of our servicing portfolio through expanding our lending

business to grow sustainable channels of MSR replenishment;

• Re-engineering our cost structure;

• Effectively managing our balance sheet to fund our ongoing business needs

and growth; and,

• Fulfilling our regulatory commitments and resolving remaining legacy matters.





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First, we must expand our Originations business and targeted MSR acquisitions
that have appropriate financial return targets to replenish and grow our
servicing portfolio, and within the constraints of our liquidity. We expect to
continue to focus on acquiring Agency and government-insured MSR portfolios that
meet or exceed our minimum targeted investment returns. We also executed on our
plans to re-enter the forward lending correspondent channel in the second
quarter of 2019 and we continue to pursue a number of other MSR acquisition
options, including driving improved recapture rates within our existing
servicing portfolio. In addition to our organic growth initiatives in our
Originations business, we have been actively engaged in evaluating opportunities
to acquire complimentary lending platforms with proven capabilities to generate
significant volume through mortgage lending cycles and provide a sustainable MSR
source. Our efforts to grow and diversify our sources of servicing volumes also
mitigate our client concentration risk. We have exposure to client concentration
and retention risk as a result of our relationship with NRZ, which accounted for
55% of the UPB in our servicing portfolio as of March 31, 2020.
Second, we must re-engineer our cost structure to go beyond eliminating
redundant costs through the integration process and establish continuous
operational efficiencies and cost improvement as a core strength. Our continuous
cost improvement efforts are focused on leveraging our single servicing platform
and technology, optimizing strategic sourcing and off-shore utilization, lean
process design, automation and other technology-enabled productivity
enhancements. Our initiatives are targeted at delivering superior accuracy,
cost, speed and customer satisfaction. We believe these steps are necessary in
order to simplify our operations and drive stronger financial performance.
Third, we must manage our balance sheet to ensure adequate liquidity, finance
our ongoing business needs and provide a solid platform for executing on our
other key business initiatives. Regarding the current maturities of our
borrowings, as of March 31, 2020 we had approximately $789.0 million of debt
outstanding under facilities coming due in the next 12 months. In January 2020,
we extended the maturity of our SSTL from December 2020 to May 2022 and we
reduced the outstanding balance from $326.1 million to $200.0 million. Portions
of our match funded advance facilities and all of our mortgage loan warehouse
facilities have 364-day terms consistent with market practice. We have
historically renewed these facilities on or before their expiration in the
ordinary course of financing our business. We have assessed the potential impact
of the COVID-19 pandemic on our financial projections and projected liquidity.
We have an agreement in place to upsize and extend through June 2021 our OMART
and OFAF advance financing facilities. The OMART VFN capacity will increase from
$200.0 million to $500.0 million to accommodate forecasted advancing
requirements and the amortization of $185.0 million in term notes in August
2020. The OFAF facility will increase to a total capacity of $70.0 million. In
addition, we have executed an agreement to extend our MSR repurchase agreement
and warehouse facilities with Barclays. We expect to renew, replace or extend
our borrowings to the extent necessary to finance our business on or prior to
their respective maturities consistent with our historical experience.
Finally, we must fulfill our regulatory commitments and resolve our remaining
legal and regulatory matters on satisfactory terms. Our business, operating
results and financial condition have been significantly impacted in recent
periods by regulatory actions against us and by significant litigation matters.
Should the number or scope of regulatory or legal actions against us increase or
expand or should we be unable to reach reasonable resolutions in existing
regulatory and legal matters, our business, reputation, financial condition,
liquidity and results of operations could be materially and adversely affected,
even if we are successful in our ongoing efforts to drive stronger financial
performance. Our ability to execute on these key business initiatives is not
certain and is dependent on the successful execution of several complex actions,
including our ability to grow our lending business and acquire MSRs with
appropriate financial return targets, our ability to acquire, maintain and grow
profitable client relationships, our ability to maintain relationships with the
GSEs, Ginnie Mae, FHFA, lenders and regulators, our ability to implement further
organizational redesign and cost reduction, as well as the absence of
significant unforeseen costs, including regulatory or legal costs, that could
negatively impact our return to sustainable profitability, and our ability to
extend, renew or replace our debt agreements in the ordinary course of business.
Our ability to execute on our key initiatives has been hindered by the recent
COVID-19 environment and the impact on our organization depends on the duration
of the lockdown and the magnitude of the economic downturn. There can be no
assurances that the desired strategic and financial benefits of these actions
will be realized.
In recent periods, Ocwen has incurred significant losses as a result of declines
in the fair value of our MSRs. Further interest rate decreases, prepayment speed
increases or changes to other fair value inputs or assumptions could result in
further fair value declines and hamper our ability to return to profitability.
Starting in September 2019, we have implemented a hedging strategy to partially
offset the changes in fair value of our net MSR portfolio. See Item 3.
Quantitative and Qualitative Disclosures About Market Risk - MSR Hedging
Strategy for further information.
During 2019, we completed an assessment of the cost-to-service and the
profitability of the NRZ servicing portfolio. Based on this analysis, in the
fourth quarter of 2019, we estimate that operating expenses, including direct
servicing expenses and overhead allocation, exceeded the net revenue retained
for the NRZ servicing portfolio by approximately $10.0 million. As with all
estimates, this estimate required the exercise of judgment, including with
respect to overhead allocations, and it excludes the benefits of the lump-sum
payment amortization. The estimated loss for these subservicing agreements is
partially

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driven by the declining revenue as the loan portfolio amortizes down without a
corresponding reduction to our servicing cost per loan over time. As performing
loans in the NRZ servicing portfolio have run-off, delinquencies have remained
high, resulting in a relatively elevated average cost per loan. Because the NRZ
portfolio contains a high percentage of delinquent accounts, it has an
inherently high level of potential operational and compliance risk and requires
a disproportionately high level of operating staff, oversight support
infrastructure and overhead which drives the elevated average cost per loan. We
actively pursue cost re-engineering initiatives to continue to reduce our
cost-to-service and corporate overhead, as well as pursue actions to grow our
non-NRZ servicing portfolio.
On February 20, 2020, we received a notice of termination from NRZ with respect
to the legacy PMC subservicing agreement. This termination is for convenience
(and not for cause). The notice states that the effective date of termination is
June 19, 2020 for 25% of the loans under the agreement (not including loans
constituting approximately $6.6 billion in UPB that were added by NRZ under the
agreement in 2019) and August 18, 2020 for the remainder of the loans under the
agreement. The actual servicing transfer date(s) will be determined through
discussions with NRZ and other stakeholders such as GSEs. We currently expect
the deboarding of these loans in the third and fourth quarters of 2020. In
connection with the termination, we estimate that we will receive loan
deboarding fees of approximately $6.0 million from NRZ. The portfolio subject to
termination accounted for $40.0 billion in UPB, or 19% of our total serviced UPB
as of March 31, 2020. Under this agreement, in the fourth quarter of 2019, we
estimated that operating expenses, including direct expenses and overhead
allocation, exceeded the net revenue retained for this portion of the NRZ
servicing portfolio by approximately $3.0 million. At this stage, we do not
anticipate significant operational impacts on our servicing business as a result
of this termination. The terminated servicing is comprised of Agency loans with
relatively low delinquencies that do not pose a high level of operating and
compliance risk or require substantial direct and oversight staffing relative to
our non-Agency servicing. Nonetheless, we intend to right-size and reduce
expenses in our servicing business and the related corporate support functions
to the extent possible to align with our smaller portfolio. It is possible that
the loan deboarding and other transition activities that we will undertake as a
result of the termination may not occur in an orderly or timely manner, which
could be disruptive and could result in us incurring additional costs or even in
disagreements with NRZ relating to our respective rights and obligations.
Results of Operations and Financial Condition
The following discussion and analysis of our results of operations and financial
condition should be read in conjunction with our unaudited consolidated
financial statements and the related notes thereto appearing elsewhere in this
Quarterly Report on Form 10-Q and with our audited consolidated financial
statements and notes thereto and management's discussion and analysis of
financial condition and results of operations appearing in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019.

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The following discussion addresses each component of our statement of operations, and further detail related to our servicing, originations and corporate segments is provided in the discussion by segment.


                                                     Three Months Ended March 31,
Results of Operations Summary                          2020                 2019         % Change
Revenue
Servicing and subservicing fees                  $      211,483       $      256,616        (18 )%
Reverse mortgage revenue, net                            22,797               32,123        (29 )
Gain on loans held for sale, net                         13,331                8,982         48
Other revenue, net                                        6,231                6,167          1
Total revenue                                           253,842              303,888        (16 )

MSR valuation adjustments, net                         (174,120 )           (108,998 )       60

Operating expenses
Compensation and benefits                                60,728               94,696        (36 )
Servicing and origination                                20,256               28,698        (29 )
Professional services                                    25,637                3,441        645
Technology and communications                            15,193               24,435        (38 )
Occupancy and equipment                                  11,969               16,589        (28 )
Other expenses                                            3,431                3,248          6
Total operating expenses                                137,214              171,107        (20 )

Other income (expense)
Interest income                                           5,395                4,558         18
Interest expense                                        (29,982 )            (26,489 )       13
Pledged MSR liability expense, net                       (6,594 )            (43,956 )      (85 )
Other, net                                                1,328                1,020         30
Total other expense, net                                (29,853 )            (64,867 )      (54 )

Loss before income taxes                                (87,345 )            (41,084 )      (46 )
Income tax (benefit) expense                            (61,856 )              3,410        n/m
Net loss                                         $      (25,489 )     $     

(44,494 ) (189 )



Segment income (loss) before income taxes
Servicing                                        $      (56,096 )     $      (57,503 )       (2 )%
Originations                                             10,381               19,860        (48 )
Corporate Items and Other                               (41,630 )             (3,441 )      n/m
                                                 $      (87,345 )     $      (41,084 )      113  %
n/m: not meaningful



Three Months Ended March 31, 2020 versus 2019
We reported a net loss of $25.5 million in the first quarter of 2020 driven in
large part by two partially offsetting effects of the COVID-19 pandemic
environment. First, the fair value of our MSRs and related MSR financing
liability at fair value decreased by $125.1 million in the first quarter of 2020
due to the unprecedented decline in market interest rates, offset in part by
$35.3 million gains of our hedging derivatives. Second, we recognized a $61.9
million income tax benefit in the first quarter of 2020 as the CARES Act allows
the carryback of tax net operating losses (NOL) and the associated refund of
taxes that we paid in prior years. While many factors impacted our results, as
discussed below, the $46.3 million increase in our pre-tax net loss for the
first quarter of 2020, as compared to the first quarter of 2019 is also largely
explained by the $30.7 million recovery in the first quarter of 2019 of prior
professional fees from a service provider.

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Total revenue was $253.8 million in the first quarter of 2020, $50.0 million or
16% lower than the first quarter of 2019, mostly due to declines in servicing
fee revenue and reverse mortgage revenue. Servicing and subservicing fee revenue
decreased $45.1 million, or 18%, as compared to the first quarter of 2019,
primarily due to a lower serviced UPB. Reverse mortgage revenue, net decreased
$9.3 million, or 29%, as compared to the first quarter of 2019 largely due to
the decline in fair value of our reverse mortgage portfolio due to the COVID-19
unfavorable market conditions. See Segment Results of Operations for additional
information.
We reported a $174.1 million loss in MSR valuation adjustments, net in the first
quarter of 2020, mostly driven by $52.7 million portfolio runoff and a $156.7
million loss due to the decline in interest rates, partially offset by $35.3
million favorable fair value gain from our MSR hedging strategy. The $65.1
million additional loss as compared to the first quarter of 2019 is primarily
due to the impact of the decrease in market interest rates due to the COVID-19
pandemic. See Segment Results of Operations - Servicing for additional
information.
Total operating expenses decreased $33.9 million, or 20%, as compared to the
first quarter of 2019 and the decrease is the result of multiple, offsetting
variances, as discussed below.
Compensation and benefits expense declined $34.0 million, or 36%, as compared to
the first quarter of 2019, primarily due to a 24% decline in average headcount
and the recognition in the first quarter of 2019 of $19.2 million of severance
and retention costs incurred in connection with our 2019 cost re-engineering
plan.
Servicing and origination expense decreased $8.4 million, or 29%, as compared to
the first quarter of 2019, primarily due to a $10.0 million decrease in
servicing expenses largely as a result of a reduction in government-insured
claim loss provisions and a general decline in servicer-related expenses that
was primarily driven by a reduction in our servicing portfolio. See Segment
Results of Operations - Servicing for additional information.
Professional services expense increased $22.2 million, or 645%, as compared to
the first quarter of 2019, primarily due to the $30.7 million recovery in 2019
of amounts previously recognized as expense from a service provider offset in
part by a $6.6 million decline in legal fees largely due to a declines in legal
expenses relating to the PHH integration, legal entity reorganization and
litigation, partially offset by a $4.4 million increase to our accrual related
to the CFPB and Florida matters in the first quarter of 2020.
Technology and communication expense declined $9.2 million, or 38%, as compared
to the first quarter of 2019 primarily because we no longer license the
REALServicing servicing system from Altisource following our transition to Black
Knight MSP in June 2019, a $2.9 million reduction in depreciation expense that
is largely the result of a decline in capitalized technology investments, our
closure of U.S. facilities in 2019 and the effects of our other cost reduction
efforts, which include bringing technology services in-house, and synergy
benefits resulting from our PHH integration efforts.
Occupancy and equipment expense decreased $4.6 million, or 28%, as compared to
the first quarter of 2019 primarily due to the results of our cost reduction
efforts, which include consolidating vendors and closing and consolidating
certain facilities, and the effect of the decline in the size of the servicing
portfolio on various expenses, particularly mailing services.
Interest expense increased $3.5 million, or 13%, as compared to the first
quarter of 2019, primarily because of $4.7 million interest on the new MSR
financing facilities entered into during the third and fourth quarters of 2019,
partially offset by a $2.0 million decrease in interest on advance match funded
liabilities, consistent with the decline in servicing advances.
Pledged MSR liability expense decreased $37.4 million, or 85%, as compared to
the first quarter of 2019, largely due to a $7.9 million higher 2017/18 lump sum
amortization gain and $28.1 million lower net servicing fee remittance to NRZ.
These changes were mostly due to a lower UPB serviced and the termination of the
PMC servicing agreement by NRZ on February 20, 2020. See Segment Results of
Operations - Servicing for additional information.
Although we incurred a pre-tax loss for the three months ended March 31, 2020 of
$87.3 million, we recorded an income tax benefit of $61.9 million primarily due
to $64.8 million of estimated income tax benefit to be recognized under the
CARES Act as a result of modification of the tax rules to allow the carryback of
NOLs arising in 2018, 2019 and 2020 tax years to the five prior tax years and
the increase to the business interest expense limitation under IRC Section
163(j). We recognized income tax expense, exclusive of the impact of the CARES
Act, of $2.9 million due to the mix of earnings among different tax
jurisdictions with different statutory tax rates. Our overall effective tax
rates for the three months ended March 31, 2020 and 2019 were 71% and (8)%,
respectively. Under our transfer pricing agreements, our operations in India and
Philippines are compensated on a cost-plus basis for the services they provide,
such that even when we have a consolidated pre-tax loss from continuing
operations these foreign operations have taxable income, which is subject to
statutory tax rates in these jurisdictions that are significantly higher than
the U.S. statutory rate of 21%. The $65.3 million change in income tax expense
for the three months ended March 31, 2020, compared with the same period in
2019, was primarily due to recognition of the estimated impact of the CARES Act.
See Note 16 - Income Taxes for additional information.


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                                                           December 31,
Financial Condition Summary            March 31, 2020          2019           $ Change       % Change
Cash                                 $        263,555     $     428,339     $  (164,784 )      (38 )%
Restricted cash                                53,177            64,001         (10,824 )      (17 )
MSRs, at fair value                         1,050,228         1,486,395        (436,167 )      (29 )
Advances, net                               1,024,807         1,056,523         (31,716 )       (3 )
Loans held for sale                           246,015           275,269         (29,254 )      (11 )
Loans held for investment, at fair
value                                       6,591,382         6,292,938         298,444          5
Receivables                                   235,305           201,220          34,085         17
Other assets                                  521,555           601,514         (79,959 )      (13 )
Total assets                         $      9,986,024     $  10,406,199        (420,175 )       (4 )%

Total Assets by Segment
Servicing                            $      2,787,250     $   3,378,515     $  (591,265 )      (18 )%
Originations                                6,739,576         6,459,367         280,209          4
Corporate Items and Other                     459,198           568,317     

(109,119 ) (19 )

$      9,986,024     $  10,406,199

$ (420,175 ) (4 )%



HMBS-related borrowings, at fair
value                                $      6,323,091     $   6,063,435         259,656          4  %
Advance match funded liabilities              625,951           679,109         (53,158 )       (8 )
Other financing liabilities, at fair
value                                         623,049           972,595        (349,546 )      (36 )
SSTL and other secured borrowings,
net                                           797,615         1,025,791        (228,176 )      (22 )
Senior notes, net                             311,290           311,085             205          -
Other liabilities                             875,171           942,173         (67,002 )       (7 )
Total liabilities                           9,556,167         9,994,188        (438,021 )       (4 )%

Total stockholders' equity                    429,857           412,011          17,846          4

Total liabilities and equity         $      9,986,024     $  10,406,199        (420,175 )       (4 )%

Total Liabilities by Segment
Servicing                            $      2,323,103     $   2,862,063     $  (538,960 )      (19 )%
Originations                                6,582,507         6,347,159         235,348          4
Corporate Items and Other                     650,557           784,966        (134,409 )      (17 )
                                     $      9,556,167     $   9,994,188     $  (438,021 )       (4 )%



The $420.2 million decrease in our balance sheet for the three months ended
March 31, 2020 is principally attributable to the $263.7 million derecognition
of MSRs and the related financing liability effective with February 20, 2020
termination of the subservicing agreement between NRZ and PMC, $126.1 million of
cash used to prepay a portion of the outstanding SSTL balance on January 27,
2020 and the $99.5 million decrease in the Ginnie Mae contingent loan repurchase
asset and corresponding liability, offset by continued growth of our reverse
mortgage business with an additional $298.4 million loans held for investment
and $259.7 million HMBS-related borrowings. Total equity increased $17.8 million
due to a $47.0 million adjustment to stockholders' equity on January 1, 2020 as
a result of our election to measure future reverse mortgage draw commitments at
fair value in conjunction with the application of the new credit loss accounting
standard, offset by our net loss for the three months ended March 31, 2020 and
our repurchase of 5.7 million shares of our common stock.

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SEGMENT RESULTS OF OPERATIONS

Our activities are organized into two reportable business segments that reflect our primary lines of business - Servicing and Originations - as well as a Corporate Items and Other segment.

SERVICING




We earn contractual monthly servicing fees pursuant to servicing agreements,
which are typically payable as a percentage of UPB, as well as ancillary fees,
including late fees, modification incentive fees, REO referral commissions,
float earnings and Speedpay fees. We also earn fees under both subservicing and
special servicing arrangements with banks and other institutions that own the
MSRs. Subservicing and special servicing fees are earned either as a percentage
of UPB or on a per-loan basis. Per loan fees typically vary based on delinquency
status. As of March 31, 2020, we serviced 1.4 million loans with an aggregate
UPB of $208.8 billion. The average UPB of loans serviced during the first
quarter of 2020 decreased by 18% or $44.8 billion compared to the first quarter
of 2019, mostly due to portfolio runoff and servicing transfers.
NRZ is our largest servicing client, accounting for 55% and 60% of the UPB and
loans in our servicing portfolio as of March 31, 2020, respectively. NRZ
servicing fees retained by Ocwen represented approximately 24% and 27% of the
total servicing and subservicing fees earned by Ocwen, net of servicing fees
remitted to NRZ, for the three months ended March 31, 2020 and 2019,
respectively (excluding ancillary income). Consistent with a subservicing
relationship, NRZ is responsible for funding the advances we service for NRZ.
In 2017 and early 2018, we renegotiated the Ocwen agreements with NRZ to more
closely align with a typical subservicing arrangement whereby we receive a base
servicing fee and certain ancillary fees, primarily late fees, loan modification
fees and Speedpay fees. We may also receive certain incentive fees or pay
penalties tied to various contractual performance metrics. We received upfront
cash payments in 2018 and 2017 of $279.6 million and $54.6 million,
respectively, from NRZ in connection with the resulting 2017 and New RMSR
Agreements. These upfront payments generally represented the net present value
of the difference between the future revenue stream Ocwen would have received
under the original agreements and the future revenue Ocwen will receive under
the renegotiated agreements. These upfront payments received from NRZ were
deferred and are recorded within Other income (expense), Pledged MSR liability
expense, as they amortize through the remaining term of the original agreements.
As of March 31, 2020, the remaining unamortized payment amounted to $10.0
million.
During 2019, we completed an assessment of the cost-to-service and the
profitability of the NRZ servicing portfolio. Based on this analysis, in the
fourth quarter of 2019, we estimated that operating expenses, including direct
servicing expenses and overhead allocation, exceeded the net revenue retained
for the NRZ servicing portfolio by approximately $10.0 million. As with all
estimates, this estimate required the exercise of judgment, including with
respect to overhead allocations, and it excluded the benefits of the lump-sum
payment amortization. The estimated loss for these subservicing agreements is
partially driven by the declining revenue as the loan portfolio amortizes down
without a corresponding reduction to our servicing cost over time. As performing
loans in the NRZ servicing portfolio have run-off, delinquencies have remained
high, resulting in a relatively elevated average cost per loan. Because the NRZ
portfolio contains a high percentage of delinquent accounts, it has an
inherently high level of potential operational and compliance risk and requires
a disproportionally high level of operating staff, oversight support
infrastructure and overhead which drives the elevated average cost per loan. We
pursue cost re-engineering initiatives to continue to reduce our cost-to-service
and our corporate overhead, as well as pursue actions to grow our non-NRZ
servicing portfolio to offset the losses on the NRZ sub servicing.

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The following table presents subservicing fees retained by Ocwen under the NRZ
agreements and the amortization gain (including fair value change) of the
lump-sum payments received in connection with the 2017 Agreements and New RMSR
Agreements:
                                                            Three Months Ended March 31,
                                                               2020              2019
Retained subservicing fees on NRZ agreements             $       29,331

$ 37,407 Amortization gain of the lump-sum cash payments received (including fair value change) recorded as a reduction of Pledged MSR liability expense

                                    24,239     

16,340

Total retained subservicing fees and amortization gain of lump-sum payments (including fair value change) $ 53,570 $ 53,747



Average NRZ UPB                                          $  118,092,691

$ 128,340,739 Average annualized retained subservicing fees as a % of NRZ UPB

                                                            0.10 %   

0.12 %




Our MSR portfolio is carried at fair value, with changes in fair value recorded
in MSR valuation adjustments, net. The value of our MSRs is typically correlated
to changes in interest rates; as interest rates decrease, the value of the
servicing portfolio typically decreases as a result of higher anticipated
prepayment speeds. The sensitivity of MSR fair value to interest rates is
typically higher for higher credit quality loans. Valuation is also impacted by
loan delinquency rates whereby as delinquency rates rise, the value of the
servicing portfolio declines.
For those MSR sale transactions with NRZ that do not achieve sale accounting
treatment, we present gross the pledged MSR as an asset and the corresponding
liability amount pledged MSR liability on our balance sheet. Similarly, we
present the total servicing fees and the fair value changes related to the MSR
sale transactions with NRZ within Servicing and subservicing fees, net and MSR
valuation adjustment, net. Net servicing fee remittance to NRZ and the fair
value changes of the pledged MSR liability are separately presented within
Pledged MSR liability expense and are offset by the two corresponding amounts
presented in other statement of operations line items. We record both our
pledged MSRs with NRZ and the associated MSR liability at fair value, the
changes in fair value of the pledged MSR liability were offset by the changes in
fair value of the associated MSRs pledged, presented in MSR valuation
adjustments, net. Although fair value changes are separately presented in our
statement of operations, we are not exposed to any fair value changes of the MSR
related to NRZ.
On February 20, 2020, we received a notice of termination from NRZ with respect
to the PMC MSR Agreements, which accounted for $40.0 billion loan UPB. The
notice states that the effective date of termination is June 19, 2020 with
respect to 25% of the Initial Mortgage Loans under the agreement and August 18,
2020 for the remainder of the loans under the agreement. The loans that were
added by NRZ under the PMC subservicing agreement in 2019 and amounted to
approximately $6.6 billion in UPB are subject to the termination with the stated
effective date of August 18, 2020. In connection with the termination, we are
entitled to loan deboarding fees from NRZ. This termination is for convenience
and not for cause. As the sale accounting criteria were met upon the notice of
termination, the MSRs and the Rights to MSRs associated with the $40.0 billion
loan UPB were derecognized from our balance sheet on February 20, 2020 without
any gain or loss on derecognition. We continue to service these loans until
deboarding, and account for them as a subservicing relationship. Accordingly, we
recognized subservicing fees associated with the subservicing agreement
subsequent to February 20, 2020 and did not report any servicing fees collected
on behalf of, and remitted to NRZ, any change in fair value, runoff and
settlement in financing liability thereafter.
Third-Party Servicer Ratings
Like other servicers, we are the subject of mortgage servicer ratings or
rankings (collectively, ratings) issued and revised from time to time by rating
agencies including Moody's, S&P and Fitch. Favorable ratings from these agencies
are important to the conduct of our loan servicing and lending businesses.

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The following table summarizes our key servicer ratings:


                                                        PHH Mortgage Corporation
                                                 Moody's           S&P           Fitch
Residential Prime Servicer                         SQ3           Average          RPS3
Residential Subprime Servicer                      SQ3           Average    

RPS3


Residential Special Servicer                       SQ3           Average    

RSS3


Residential Second/Subordinate Lien Servicer       SQ3           Average    

RPS3


Residential Home Equity Servicer                    -               -             RPS3
Residential Alt-A Servicer                          -               -             RPS3
Master Servicer                                    SQ3           Average          RMS3
Ratings Outlook                                    N/A           Stable         Negative

                                                                December
Date of last action                          August 29, 2019    27, 2019     March 24, 2020


In addition to servicer ratings, each of the agencies will from time to time
assign an outlook (or a ratings watch such as Moody's review status) to the
rating status of a mortgage servicer. A negative outlook is generally used to
indicate that a rating "may be lowered," while a positive outlook is generally
used to indicate a rating "may be raised." On March 24, 2020, Fitch placed all
U.S RMBS servicer ratings on Negative outlook resulting from a rapidly evolving
economic and operating environment due to the sudden impact of the COVID-19
virus.
Downgrades in servicer ratings could adversely affect our ability to service
loans, sell or finance servicing advances and could impair our ability to
consummate future servicing transactions or adversely affect our dealings with
lenders, other contractual counterparties, and regulators, including our ability
to maintain our status as an approved servicer by Fannie Mae and Freddie Mac.
The servicer rating requirements of Fannie Mae do not necessarily require or
imply immediate action, as Fannie Mae has discretion with respect to whether we
are in compliance with their requirements and what actions it deems appropriate
under the circumstances if we fall below their desired servicer ratings.

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


                                     Three Months Ended March 31,
                                       2020                 2019         % 

Change

Revenue


Servicing and subservicing fees
Residential                      $      210,827       $      255,211        (17 )%
Commercial                                  727                1,227        (41 )
                                        211,554              256,438        (18 )
Gain on loans held for sale, net            842                1,216        (31 )
Other revenue, net                        1,159                1,620        (28 )
Total revenue                           213,555              259,274        (18 )

MSR valuation adjustments, net         (174,436 )           (108,914 )       60

Operating expenses
Compensation and benefits                26,786               40,403        (34 )
Servicing and origination                14,934               24,887        (40 )
Occupancy and equipment                   9,030               12,607        (28 )
Professional services                     5,071               11,423        (56 )
Technology and communications             7,255                9,500        (24 )
Corporate overhead allocations           17,793               57,594        (69 )
Other expenses                             (396 )                570       (169 )
Total operating expenses                 80,473              156,984        (49 )

Other income (expense)
Interest income                           1,886                2,294        (18 )
Interest expense                        (13,667 )            (10,742 )       27
Pledged MSR liability expense            (6,623 )            (43,956 )      (85 )
Other, net                                3,662                1,525        140
Total other expense, net                (14,742 )            (50,879 )      (71 )

Loss before income taxes         $      (56,096 )     $      (57,503 )       (2 )%
n/m: not meaningful



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The following tables provide selected operating statistics: At March 31,

                                    2020            2019         % Change
Residential Assets Serviced
Unpaid principal balance (UPB) in billions:
Performing loans (2)                        $     196.1     $     239.4       (18 )%
Non-performing loans                               10.6             9.8         8
Non-performing real estate                          2.1             1.9        11
Total (1)                                         208.8           251.1       (17 )%

Conventional loans (3)                      $      92.8     $     124.5       (25 )%
Government-insured loans                           31.6            28.1        12
Non-Agency loans                                   84.4            98.5       (14 )
Total                                       $     208.8     $     251.1       (17 )%

Percent of total UPB:
Servicing portfolio                                  37 %            30 %      23  %
Subservicing portfolio (4)                            8              20       (60 )
NRZ (5)                                              55              50        10
Non-performing residential assets serviced            6               5        20

Number:
Performing loans (2)                          1,326,642       1,475,824       (10 )%
Non-performing loans                             55,905          49,199        14
Non-performing real estate                       13,769           9,328        48
Total                                         1,396,316       1,534,351        (9 )%

Conventional loans (3)                          593,213         664,937       (11 )%
Government-insured loans                        193,670         183,757         5
Non-Agency loans                                609,433         685,657       (11 )
Total                                         1,396,316       1,534,351        (9 )%

Percent of total number:
Servicing portfolio                                  34 %            31 %      10  %
Subservicing portfolio (4)                            6               9       (33 )
NRZ (5)                                              60              60         -
Non-performing residential assets serviced            5               4        25














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                                                     Three Months Ended March 31,
                                                       2020                 2019         % Change
Residential Assets Serviced
Average UPB:
Servicing portfolio                              $         74.0       $         73.3          1  %
Subservicing portfolio                                     16.8                 52.0        (68 )
NRZ (5)                                                   118.1                128.3         (8 )
Total                                            $        208.9       $        253.6        (18 )%

Prepayment speed (average CPR)                               15 %                 12 %       25  %
% Voluntary                                                  93                   88          6
% Involuntary                                                 7                   12        (42 )
% CPR due to principal modification                           -                    1       (100 )

Average number:
Servicing portfolio                                     451,832              462,438         (2 )%
Subservicing portfolio                                   73,500              148,794        (51 )
NRZ (5)                                                 874,778              937,414         (7 )
                                                      1,400,110            1,548,646        (10 )%


Residential Servicing and Subservicing Fees
Loan servicing and subservicing fees:
Servicing                                        $       55,080       $       52,515          5  %
Subservicing                                              5,190                6,207        (16 )
NRZ                                                     119,669              155,847        (23 )
                                                        179,939              214,569        (16 )
Late charges                                             14,598               15,338         (5 )
Custodial accounts (float earnings)                       6,131               11,909        (49 )
Loan collection fees                                      4,252                4,262          -
HAMP fees                                                   408                1,777        (77 )
Other                                                     5,499                7,356        (25 )
                                                 $      210,827       $      255,211        (17 )%


Number of Completed Modifications
Non-HAMP                                                  8,325                8,032          4
HAMP                                                          -                  253       (100 )%
Total                                                     8,325                8,285          -  %

n/m: not meaningful

(1) Includes 35,170 and 33,242 reverse mortgage loans, recorded on our balance

sheet and classified as loans held for investment, with a UPB of $6.4 billion

and $5.7 billion at March 31, 2020 and 2019, respectively.

(2) Performing loans include those loans that are less than 90 days past due and

those loans for which borrowers are making scheduled payments under loan

modification, forbearance or bankruptcy plans. We consider all other loans to

be non-performing.

(3) Conventional loans include 107,352 and 107,954 prime loans with a UPB of

$19.6 billion and $18.3 billion at March 31, 2020 and 2019, respectively,

which we service or subservice. Prime loans are generally good credit quality

loans that meet GSE underwriting standards.

(4) Decline in subservicing is due to the termination of a subservicing client

relationship consisting of 33,626 loans with a UPB of $21.4 billion effective

May 31, 2019 when the loans were released. For the three months ended March

31, 2019, total servicing fee revenue for this client was $1.0 million.

(5) Loans serviced or subserviced pursuant to our agreements with NRZ.


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                                              March 31, 2020                                                       December 31, 2019
                                                          Foreclosures,                                                          Foreclosures,
Dollars in          Principal and        Taxes and       bankruptcy, REO                   Principal and        Taxes and       bankruptcy, REO
millions               Interest          Insurance          and other          Total          Interest          Insurance          and other          Total
Advances by
investor type
Conventional       $            4     $          16     $            27     $      47     $            4     $          20     $            27     $      51
Government-insured              1                37                  29            67                  -                47                  26            73
Non-Agency                    421               329                 161           911                410               354                 168           932
Total, net         $          426     $         382     $           217     $   1,025     $          414     $         421     $           221     $   1,056



                                                  March 31, 2020                    December 31, 2019
                                                                UPB                                 UPB
                                            Advances ($     ($ billions)       Advances ($      ($ billions)
Advances by MSR ownership                    millions)          (3)             millions)           (3)
Servicer                                 $           923   $       68.0     $            976   $       67.6
Master Servicer (1)                                    -            1.8                    -            1.8
Subservicer                                           49           17.8                   38           17.3
NRZ (2)                                               53          113.9                   42          118.6
Total, net                               $         1,025   $      201.5     $          1,056   $      205.3

(1) Excludes relationships where we are both master servicer and servicer

(included in Servicer).

(2) Pursuant to the 2017 Agreements and New RMSR Agreements, NRZ is obligated to

fund new servicing advances with respect to the MSRs underlying the Rights to

MSRs. We are dependent upon NRZ for funding the servicing advance obligations

for Rights to MSRs where we are the servicer. As the servicer, we are

contractually required under our servicing agreements to make certain

servicing advances even if NRZ does not perform its contractual obligations

to fund those advances. NRZ currently uses advance financing facilities in

order to fund a substantial portion of the servicing advances that they are

contractually obligated to purchase pursuant to our agreements with them.

(3) Excludes reverse mortgage loans reported on our unaudited consolidated

balance sheets and classified as loans held for investment. No separate MSRs


    are recognized in our unaudited consolidated balance sheets.




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                                                    Three Months Ended March 31,
                                                       2020               2019         % Change
Financing Costs
Average balance of advances                      $    1,035,669       $ 1,147,164        (10 )%
Average borrowings
Advance match funded liabilities                        674,441           717,652         (6 )
Other secured borrowings                                427,228            93,201        358
Interest expense on borrowings
Advance match funded liabilities                          5,665             7,652        (26 )
Other secured borrowings                                  5,637             1,715        229
Effective average interest rate
Advance match funded liabilities                           3.36 %            4.27 %      (21 )
Other secured borrowings                                   5.28              7.36        (28 )
Facility costs included in interest expense      $        2,193       $     1,283         71
Average 1ML                                                0.92 %            2.49 %      (63 )

Average Employment
India and other                                           3,018             3,675        (18 )%
U.S.                                                        752             1,517        (50 )%
Total                                                     3,770             5,192        (27 )%


The following table provides information regarding the changes in our portfolio of residential assets serviced or subserviced:


                           Amount of UPB (in billions)                Count
                             2020               2019           2020          2019
Portfolio at January 1  $      212.4       $      256.0     1,419,943     1,562,238
Additions (1) (2)                6.9                4.7        28,781        16,419
Sales                           (0.1 )             (0.1 )        (720 )        (723 )
Servicing transfers (2)         (2.2 )             (0.4 )      (8,527 )      (3,092 )
Runoff                          (8.2 )             (9.1 )     (43,161 )     (40,491 )
Portfolio at March 31   $      208.8       $      251.1     1,396,316     1,534,351

(1) Additions in the first quarter of 2020 include purchased MSRs on portfolios

consisting of 12,584 loans with a UPB of $2.4 million that have not yet

transferred to the Black Knight MSP servicing system. These loans are

scheduled to transfer onto Black Knight MSP in the second quarter of 2020.

Because we have legal title to the MSRs, the UPB and count of the loans are

included in our reported servicing portfolio. The seller continues to

subservice the loans on an interim basis between the transaction closing date

and the servicing transfer date.

(2) Excludes the volume UPB associated with short-term interim subservicing for

some clients as a support to their originate-to-sell business, where loans

are boarded and deboarded within the same quarter. To conform to the current

period presentation, 2,011 short-term interim subservicing loans with a UPB

of $716.8 million previously reported as additions and servicing transfers

for the quarter ended March 31, 2019 are not reflected in the table above.




The key drivers of our servicing segment operating results for the three months
ended March 31, 2020, as compared to the same period of 2019, are portfolio
runoff and the effects of cost improvements achieved in aligning our servicing
operations more appropriately to the size of our servicing portfolio. Until the
Black Knight MSP conversion was completed in June 2019, we were maintaining the
infrastructure and related costs of two servicing platforms, including certain
corporate functions.
Three Months Ended March 31, 2020 versus 2019
Servicing and subservicing fee revenue declined by $44.9 million, or 18%, as
compared to the first quarter of 2019 due to portfolio runoff and the
termination of the PMC agreement by NRZ on February 20, 2020, offset in part by
additional fees earned on MSRs acquired since March 31, 2019. The average UPB of
our portfolio declined 18% as compared to the first

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quarter of 2019. The total number of loan modifications was essentially
unchanged as compared to the first quarter of 2019. Float income declined by
$5.8 million, or 49%, as compared to the first quarter of 2019 mainly due to the
combined effect of lower custodial account balances and lower interest rates.
Revenue recognized in connection with loan modifications, including servicing
fees, late charges and HAMP fees, declined 8% to $10.6 million for the first
quarter of 2020 as compared to $11.6 million in the first quarter of 2019. The
termination of the PMC servicing agreement by NRZ both reduced the amount of
servicing fee collected on behalf of NRZ that is reported as Servicing and
subservicing fees and the amount of servicing fee remitted to NRZ that is
reported as Pledged MSR liability expense, without any impact on the net
servicing fee retained, that is reported as subservicing fee after February 20,
2020. Ocwen will not perform any subservicing of the loans subject to
termination and will not earn any subservicing fee after loan deboarding, which
is expected in the third and fourth quarter of 2020.
We reported a $174.4 million loss in MSR valuation adjustments, net in the first
quarter of 2020. This decline in MSR fair value is driven by $53.0 million
portfolio runoff, a $156.7 million loss due to the decline in interest rates and
assumptions, partially offset by a $35.3 million favorable fair value gain from
our MSR hedging strategy. The fair value loss reported in MSR valuation
adjustments, net, increased $65.5 million, or 60%, as compared to the first
quarter of 2019, primarily due to the interest rate impact, with a 117
basis-point decline in the 10-year swap rate in the first quarter of 2020, as
compared to the 30 basis-point decline in the first quarter of 2019.
The $174.4 million loss reported in MSR valuation adjustments, net is partially
offset by a $56.9 million gain reported in our statement of operations relating
to the pledged MSR liability. MSRs have been sold under different agreements
that did not qualify for sale accounting treatment and, therefore are reported
as MSR assets together with an associated liability for the MSR failed-sale
secured borrowing at fair value. Because both pledged MSRs and the associated
MSR liability are measured at fair value, changes in fair value offset each
other, although they are separately presented in our statement of operations, as
MSR valuation adjustments, net and Pledged MSR liability expense, respectively.
The following table summarizes the fair value change impact on our statement of
operations of our total MSRs and the MSRs liability associated with the NRZ
failed-sale accounting treatment during the first quarter of 2020:
                                      Total Change in                         Rate and
In millions                              Fair Value          Runoff      Assumption Change      MSR Hedging
MSR valuation adjustments, net (1)   $      (174.1 )      $    (52.7 )   $      (156.7 )      $        35.3
Pledged MSR liability expense - Fair
value changes (2)                             56.9              25.3              31.6                    -
Total                                $      (117.2 )      $    (27.4 )   $      (125.1 )      $        35.3

(1) Includes $0.3 million gain recognized in the Originations segment.

(2) Includes changes in fair value, including runoff and settlement, of the NRZ

related MSR liability under the Original Rights to MSRs Agreements and PMC

MSR Agreements. See Note 8 - Rights to MSRs for further information.




As described in the table above, Ocwen's MSR portfolio, net of the pledged MSR
liability, incurred a fair value loss due to interest rates of $125.1 million in
the first quarter of 2020, that was partially offset by a $35.3 million fair
value gain due to our MSR hedging strategy.
Operating expenses decreased $76.5 million, or 49%, as compared to the first
quarter of 2019, mostly due to our integration and cost reduction initiatives
that favorably and equally impacted our direct cost to service and our corporate
overhead cost allocation, as discussed below.
Compensation and benefits expense declined $13.6 million, or 34%, as compared to
the first quarter of 2019, due to our efforts to re-engineer our cost structure
and align headcount in our servicing operations with the size of our servicing
portfolio. Our average total servicing headcount decreased 27% compared to the
first quarter of 2019. The decline in compensation and benefits is also due to
the change in the composition of our headcount with relatively more offshore,
and less U.S. resources. Offshore headcount, whose average compensation cost is
relatively lower, increased from 71% to 80% of total headcount, compared to the
first quarter of 2019.
Servicing and origination expense declined $10.0 million, or 40%, as compared to
the first quarter of 2019, primarily due to a $2.5 million reduction in
government-insured claim loss provisions on reinstated or modified loans in line
with a decline in the volume of claims, a $2.5 million decrease in provisions
for non-recoverable servicing advances and receivables and a general decline in
other servicer-related expenses that was primarily driven by a 10% reduction in
the average number of loans in our servicing portfolio. Government-insured claim
loss provisions are generally offset by changes in the fair value of the
corresponding MSRs, which are recorded in MSR valuation adjustments, net.

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Occupancy and equipment expense decreased $3.6 million, or 28%, as compared to
the first quarter of 2019, largely because of the effect of the decline in the
size of the servicing portfolio on various expenses, particularly mailing
services.
Professional services expense declined $6.4 million, or 56%, as compared to the
first quarter of 2019, primarily due to a $5.6 million decline in legal fees
largely due to declines in legal expenses relating to the PHH integration and
litigation and a decline in fees incurred in connection with the conversion of
NRZ's Rights to MSRs to fully-owned MSRs.
Technology and communication expense declined $2.2 million, or 24%, as compared
to the first quarter of 2019, primarily because we no longer license the
REALServicing servicing system from Altisource following our transition to Black
Knight MSP in June 2019.
Corporate overhead allocations declined $39.8 million, as compared to the first
quarter of 2019, primarily due to lower legal fees, technology expenses and
compensation and benefits. Refer to the Corporate Items and Other segment
discussion.
Interest expense increased by $2.9 million, or 27%, as compared to the first
quarter of 2019, primarily because of the new MSR financing facilities entered
into during the third and fourth quarters of 2019, partially offset by a
reduction in interest expense relating to servicing advances.
Pledged MSR liability expense decreased $37.3 million, as compared to first
quarter of 2019, largely due to a $7.9 million higher 2017/18 lump sum
amortization gain and $28.1 million lower net servicing fee remittance to NRZ.
These changes were mostly due to a lower UPB serviced and the termination of the
PMC servicing agreement by NRZ on February 20, 2020. Pledged MSR liability
expense relates to the MSR sale agreements with NRZ that do not achieve sale
accounting and are presented on a gross basis in our financial statements. The
$6.6 million expense in the first quarter of 2020 primarily includes a $90.3
million net servicing fee remittance to NRZ partially offset by a $24.2 million
amortization gain related to the lump-sum cash payments received from NRZ in
connection with the 2017 Agreements and New RMSR Agreements in 2017 and 2018,
and a $56.9 million fair value gain on the pledged MSR liability. See Note 8 -
Rights to MSRs to the Unaudited Consolidated Financial Statements.
                                                     Three Months Ended March 31,         Change
Amounts in millions                                   2020               2019          2020 vs 2019
Net servicing fee remittance to NRZ (a)          $       90.3       $       118.4     $      (28.1 )
2017/2018 lump sum amortization (gain)                  (24.2 )             (16.3 )           (7.9 )
Pledged MSR liability fair value (gain) loss (b)        (56.9 )             (60.0 )            3.1
Other                                                    (2.6 )               1.8             (4.4 )
Pledged MSR liability expense                    $        6.6       $        43.9     $      (37.3 )

(a) Offset by corresponding amount recorded in Servicing and subservicing fee -

See table below.

(b) Offset by corresponding amount recorded in MSR valuation adjustments, net -

See table below.




The table below reflects the condensed statement of operations together with the
included amounts related to the NRZ pledged MSRs that offset each other (nil
impact on net income/loss). Net servicing fee remittance and pledged MSR fair
value changes are presented on a gross basis and are offset by corresponding
amounts presented in other statement of operations line items. In addition,
because we record both our pledged MSRs and the associated pledged MSR liability
at fair value, the changes in fair value of the pledged MSR liability were
offset by the changes in fair value of the MSRs pledged, presented in MSR
valuation adjustments, net. Accordingly, only the $24.2 million lump sum
amortization gain and the $2.6 million in "Other" affect our net earnings.

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