The following discussion and analysis supplements our management's discussion
and analysis for the year ended December 31, 2021 as contained in our 2021
Annual Report, and presumes that readers have read or have access to such
discussion and analysis. The following discussion and analysis should also be
read together with the condensed consolidated financial statements and the
related notes thereto included elsewhere in this Report. This discussion
contains forward-looking statements that reflect our plans and strategy for our
business, and involve risks and uncertainties. You should review the "Risk
Factors" section of our 2021 Annual Report for a discussion of important factors
that could cause actual results to differ materially from the results described
in or implied by the forward-looking statements contained in the following
discussion and analysis. You should carefully read "Cautionary Note on
Forward-Looking Statements" in this Report .

Data as of and for the three and six months ended June 30, 2022 and 2021, have been derived from our condensed consolidated financial statements included elsewhere in this Report.

Overview



We are a leading residential mortgage originator and servicer driven by a
mission to create financially healthy, happy homeowners. We do this by
delivering scale, efficiency and savings to our partners and customers. Our
business model is focused on leveraging a nationwide network of partner
relationships to drive sustainable origination growth. We support our
origination operations through a robust operational infrastructure and a highly
responsive customer experience. We then leverage our servicing platform to
manage the customer experience. We believe that the complementary relationship
between our origination and servicing businesses allows us to provide a
best-in-class experience to our customers throughout their homeownership
lifecycle.

Our primary focus is our Wholesale channel, which is a
business-to-business-to-customer distribution model in which we utilize our
relationships with 8,744 partnering independent mortgage brokerages ("Broker
Partners") to reach our end-borrower customers. In the second quarter of 2022,
we had 3,573 active broker partners. Through our Wholesale channel, we propel
the success of our Broker Partners through a combination of full service,
localized sales coverage, and an efficient loan fulfillment process supported by
our fully integrated technology platform. On June 1, 2022, the Company completed
the previously announced sale of the Correspondent channel, through which we
purchased closed and funded mortgages from a trusted network of 670
correspondent sellers ("Correspondent Partners"). For additional information
refer to Note 19 - Sale of The Correspondent Channel. In our Direct channel, we
originate residential mortgages primarily for existing servicing customers who
are seeking new financing options.

While we initiate our customer relationships at the time the mortgage is
originated, we maintain ongoing connectivity with our approximately 320 thousand
servicing customers, with the ultimate objective of securing them as a Customer
for Life. In February 2022, we announced an agreement with ServiceMac, pursuant
to which ServiceMac will subservice all mortgage loans underlying MSRs we hold.
ServiceMac began subservicing newly originated agency loans for us in the second
quarter of 2022. The balance of the agency portfolio and all of the Ginnie Mae
portfolio will transition to ServiceMac in the third quarter of 2022. ServiceMac
will perform servicing functions on the Company's behalf, but we will continue
to hold the MSRs. We expect that our relationship with ServiceMac will allow us
to maintain a leaner cost structure with a greater variable component and will
provide greater flexibility when strategically selling certain non-core MSRs.
The number of our servicing portfolio customers was 320 thousand and 426
thousand, while the unpaid principal balance ("UPB") was $92.2 billion and
$133.9 billion as of June 30, 2022 and December 31, 2021, respectively.

According to Inside Mortgage Finance, we are the third largest wholesale lender by origination volume for the year ended December 31, 2021.

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021 Summary



We generated $70.0 million of total revenue, net for the three months ended June
30, 2022 compared to $84.4 million of total revenue, net for the three months
ended June 30, 2021. We had $44.4 million of net loss for the three months ended
June 30, 2022 compared to $73.2 million of net loss for the three months ended
June 30, 2021. We generated $57.4 million of Adjusted revenue for the three
months ended June 30, 2022 compared to $126.8 million for the three months ended
June 30, 2021. We had $46.9 million of Adjusted net loss for the three months
ended June 30, 2022 compared to $51.0 million Adjusted net loss for the three
months ended June 30, 2021. Refer to "Non-GAAP Financial Measures" for further
information regarding our use of Adjusted revenue and Adjusted net income,
including limitations related to such non-GAAP measures and a reconciliation of
such measures to net income, the nearest comparable financial measure calculated
and presented in accordance with U.S. GAAP.
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We originated $9.3 billion of mortgage loans for the three months ended June 30,
2022 compared to $25.5 billion for the three months ended June 30, 2021,
representing a decrease of $16.2 billion or 63.5%. Our MSR Servicing Portfolio
was $90.5 billion as of June 30, 2022 compared to $124.3 billion as of June 30,
2021. Year-over-year decreases were due to rising interest rates and increased
competition in the industry. Our gain on sale margins decreased 16 basis points
for the three months ended June 30, 2022 compared to the three months ended June
30, 2021. Additionally, according to the Mortgage Bankers Association Mortgage
Finance Forecast, average 30-year mortgage rates increased by approximately 210
basis points from June 30, 2021 to June 30, 2022. An increase of this nature
generally results in our Origination volume declining as refinance opportunities
decrease, which also increases competition, resulting in lower gain on sale
margins. However, when rates increase, we experience lower prepayment speeds and
a subsequent upward adjustment to the fair value of our MSRs for the loans that
still exist in our portfolio.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021 Summary



We generated $228.2 million of total revenue, net for the six months ended June
30, 2022 compared to $506.3 million of total revenue, net for the six months
ended June 30, 2021. We had $32.6 million of net loss for the six months ended
June 30, 2022 compared to $75.8 million of net income for the six months ended
June 30, 2021. We generated $144.1 million of Adjusted revenue for the six
months ended June 30, 2022 compared to $450.9 million for the six months ended
June 30, 2021. We had $77.8 million of Adjusted net loss for the six months
ended June 30, 2022 compared to $23.4 million Adjusted net income for the six
months ended June 30, 2021. Refer to "Non-GAAP Financial Measures" for further
information regarding our use of Adjusted revenue and Adjusted net income,
including limitations related to such non-GAAP measures and a reconciliation of
such measures to net income, the nearest comparable financial measure calculated
and presented in accordance with U.S. GAAP.

We originated $21.8 billion of mortgage loans for the six months ended June 30,
2022 compared to $54.9 billion for the six months ended June 30, 2021,
representing a decrease of $33.1 billion or 60.2%. As noted above, our MSR
Servicing Portfolio was $90.5 billion as of June 30, 2022 compared to
$124.3 billion as of June 30, 2021. Year-over-year decreases were due to rising
interest rates and increased competition in the industry. Our gain on sale
margins also decreased 50 basis points for the six months ended June 30, 2022
compared to the six months ended June 30, 2021. Additionally, as noted above,
average 30-year mortgage rates increased by approximately 210 basis points from
June 30, 2021 to June 30, 2022. As noted above, an increase of this nature
generally results in lower Origination volume and lower gain on sale margins.
However, the higher rates result in an upward adjustment to the fair value of
our MSRs for the loans that still exist in our portfolio.

Segments

Our operations are organized into two separate reportable segments: Origination and Servicing.



In our Origination segment, we source loans through three distinct production
channels: Direct, Wholesale and Correspondent. The Direct channel provides the
Company's existing servicing customers with various financing options. At the
same time, it supports the servicing assets in the ecosystem by retaining
existing servicing customers who may otherwise refinance their existing mortgage
loans with a competitor. The Wholesale channel consists of mortgages originated
through a nationwide network of 8,744 Broker Partners. The Correspondent channel
consists of closed and funded mortgages that we purchase from a trusted network
of Correspondent Partners. Once a loan is locked, it becomes channel agnostic.
As discussed in Note 19 - Sale of The Correspondent Channel above, on June 1,
2022, the Company completed the previously announced sale of the Correspondent
channel. The channels in our Origination segment function in unison through the
following activities: hedging, funding, and production. Our Origination segment
generated contribution margin of $(29.9) million and $(38.2) million for the
three and six months ended June 30, 2022, respectively and $(20.9) million and
$166.4 million for the three and six months ended June 30, 2021, respectively.

Our Servicing segment consists of servicing loans that were produced in our
Originations segment where the Company retained the servicing rights. Servicing
consists of collecting loan payments, remitting principal and interest payments
to investors, managing escrow funds for the payment of mortgage-related
expenses, such as taxes and insurance, performing loss mitigation activities on
behalf of investors and otherwise administering our mortgage loan servicing
portfolio in compliance with state and federal regulations. We also
strategically buy and sell MSRs. Our Servicing segment generated Contribution
margins of $20.0 million and $103.3 million for the three and six months ended
June 30, 2022, respectively and $(39.6) million and $25.2 million for the three
and six months ended June 30, 2021, respectively.

We believe that maintaining both an Origination segment and a Servicing segment
provides us with a more balanced business model in both rising and declining
interest rate environments, as compared to other industry participants that
predominantly focus on either origination or servicing, instead of both.
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Key Factors Affecting Results of Operations for Periods Presented

Residential Real Estate Market Conditions



Our Origination volume is impacted by broader residential real estate market
conditions and the general economy. Housing affordability, availability and
general economic conditions influence the demand for our products. Housing
affordability and availability are impacted by mortgage interest rates,
availability of funds to finance purchases, availability of alternative
investment products and the relative relationship of supply and demand. General
economic conditions are impacted by unemployment rates, changes in real wages,
inflation, consumer confidence, seasonality and the overall economic
environment. Recent market conditions, such as rising interest rates, high
inflation and home price appreciation due to limited housing supply, have led to
a decrease in the affordability index and negatively impacted Origination
volume. These trends are partially offset by the effects of strong employment
market with continuing wage growth.

Changes in Interest Rates



Origination volume is impacted by changes in interest rates. Decreasing interest
rates tend to increase the volume of purchase loan origination and refinancing
whereas increasing interest rates tend to decrease the volume of purchase loan
origination and refinancing.

Changes in interest rates impact the value of interest rate lock commitments and
loans held for sale. Interest rate lock commitments represent an agreement to
extend credit to a customer whereby the interest rate is set prior to the loan
funding. These commitments bind us to fund the loan at a specified rate. When
loans are funded, they are classified as held for sale until they are sold.
During the origination and sale process, the value of interest rate lock
commitments and loans held for sale inventory fluctuates with changes in
interest rates; for example, if we enter into interest rate lock commitments at
low interest rates followed by an increase in interest rates in the market, the
value of our interest rate lock commitment will decrease.

The fair value of MSRs is also driven primarily by interest rates, which impact
the likelihood of loan prepayments. In periods of rising interest rates, the
fair value of the MSRs generally increases as prepayments decrease, and
therefore the estimated life of the MSRs and related expected cash flows
increase. In a declining interest rate environment, the fair value of MSRs
generally decreases as prepayments increase and therefore the estimated life of
the MSRs, and related cash flows, decrease.

Early 2021 had a falling interest rate environment. In the second half of 2021,
interest rates started to rise, which continued into the first half of 2022.
Because origination volumes tend to increase in declining interest rate
environments and decrease in increasing rate environments, we believe that our
two principal sources of revenue, mortgage origination and mortgage loan
servicing, create a natural hedge against changes in the interest rate
environment. Additionally, to mitigate the interest rate risk impact, we employ
economic hedging strategies. Our economic hedging strategies allow us to protect
our investment and help us manage our liquidity through forward delivery
commitments on mortgage-backed securities or whole loans and options on forward
contracts.

Key Performance Indicators

We review several operating metrics, including the following key performance
indicators to evaluate our business, measure our performance, identify trends
affecting our business, formulate financial projections and make strategic
decisions. We believe these key metrics are useful to investors both because
they allow for greater transparency with respect to key metrics used by
management in its financial and operational decision-making, and they may be
used by investors to help analyze the health of our business.

Our origination metrics enable us to monitor our ability to generate revenue and
expand our market share across different channels. In addition, they help us
track origination quality and compare our performance against the nationwide
originations market and our competitors. Other key performance indicators
include the number of Broker Partners, prior to the sale of our Correspondent
channel, number of Correspondent Partners, which enable us to monitor key inputs
of our business model. As noted above, on June 1, 2022, the Company completed
the previously announced sale of the Correspondent channel. For additional
information refer to Note 19 - Sale of The Correspondent Channel. Our servicing
metrics enable us to monitor the size of our customer base, the characteristics
and value of our MSR Servicing Portfolio, and help drive retention efforts.
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Origination Segment KPIs

The following presents key performance indicators for our business:



                                                  Three Months Ended June 30,                   Six Months Ended June 30,
                                                   2022                  2021                  2022                  2021
                                                                           (dollars in thousands)
Origination Volume by Channel
Wholesale                                    $   7,382,358          $ 18,380,041          $ 16,700,059          $ 38,048,305
Correspondent                                    1,731,820             5,695,078             4,465,121            13,938,458
Direct                                             177,689             1,390,698               681,760             2,904,985
Origination volume                           $   9,291,867          $ 

25,465,817 $ 21,846,940 $ 54,891,748



Fallout Adjusted ("FOA") Lock Volume by
Channel
Wholesale                                    $   7,483,278          $ 15,566,192          $ 17,046,986          $ 31,706,115
Correspondent                                    1,269,053             3,962,583             3,879,896            10,635,642
Direct                                             125,874               835,980               540,444             1,575,776
FOA Lock Volume                              $   8,878,205          $ 20,364,755          $ 21,467,326          $ 43,917,533

Gain on sale margin by Channel
Wholesale                                    $      47,654          $    114,486          $    110,240          $    359,536
Correspondent                                        2,002                 9,270                 5,452                31,432
Direct                                               3,214                26,322                13,911                53,080
Gain on sale margin attributable to channels        52,870               150,078               129,603               444,048
Other (loss) gain on sale(a)                       (15,685)              (32,869)              (19,653)               19,791
Total gain on sale margin(b)                 $      37,185          $    

117,209 $ 109,950 $ 463,839



Gain on sale margin by Channel (bps)
Wholesale                                                  64                    74                    65                   113
Correspondent                                              16                    23                    14                    29
Direct                                                    256                   315                   257                   334
Gain on sale margin attributable to channels               60                    74                    60                   101
Other (loss) gain on sale(a)                             (18)                  (16)                   (9)                     -
Total gain on sale margin(b)                               42                    58                    51                   101

Origination Volume by Purpose
Purchase                                              71.3  %               35.2  %               55.9  %               20.4  %
Refinance                                             28.7  %               64.8  %               44.1  %               79.6  %


                                                June 30,
                                            2022         2021

Market Share Overall share of origination market(c) 1.7 % 2.2 % Share of wholesale channel(d)

                8.3  %     10.2  %

Third Party Partners
Number of Broker Partners(e)                  8,744       6,738
Number of Correspondent Partners(f)             670         642


(a) Includes loan fee income, interest income (expense), net, realized and unrealized gains (losses) on locks and mortgage loans held for sale, net hedging results, the provision for the representation and warranty reserve and differences between modeled and actual pull-through.


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(b) Gain on sale margin calculated as gain on sale divided by Fallout Adjusted
Lock volume. Gain on sale includes gain on loans, net, loan fee income, interest
income (expense), net, and loan servicing fees (expense) for the Origination
segment.

(c) Overall share of origination market share data for June 30, 2022 is as of
March 31, 2022 obtained from Inside Mortgage Finance, a third party provider of
residential mortgage industry news and statistics. The data as of June 30, 2022
is not yet available from Inside Mortgage Finance as of the date of this filing.

(d) Share of wholesale channel for June 30, 2022 is as of March 31, 2022
obtained from Inside Mortgage Finance, a third party provider of residential
mortgage industry news and statistics. The data as of June 30, 2022 is not yet
available from Inside Mortgage Finance as of the date of this filing.

(e) Number of Broker Partners with whom the Company sources loans.



(f) Number of Correspondent Partners from whom the Company purchased loans prior
to the completion of the previously announced sale of the Correspondent channel
on June 1, 2022.

Servicing Segment KPIs

The following presents key performance indicators for our business:



                                                        June 30,
                                           2022                          2021
                                                 (dollars in thousands)
Mortgage Servicing
MSR Servicing Portfolio - UPB(a)     $     90,516,421              $    

124,258,935


MSR Servicing Portfolio - Units(b)            320,215                       

449,029



60 days or more delinquent(c)                 0.9   %                     1.6     %

MSR Portfolio
MSR multiple(d)                                  5.83                          3.69
Weighted Average Note Rate (e)               3.18   %                    

3.09 %

(a) The unpaid principal balance of loans we service on behalf of Ginnie Mae, Fannie Mae, Freddie Mae and others, at period end.

(b) Number of loans in our capitalized servicing portfolio at period end.



(c) Total balances of outstanding loan principals for which installment payments
are at least 60 days past due as a percentage of the outstanding loan principal
as of a specified date.

(d) Calculated as the MSR fair market value as of a specified date divided by the related UPB divided by the weighted average service fee.

(e) Weighted average interest rate of our MSR portfolio at period end.

Non-GAAP Financial Measures



We believe that certain non-GAAP financial measures presented in this Report,
including Adjusted revenue and Adjusted net income provide useful information to
investors and others in understanding and evaluating our operating results.
These measures are not financial measures calculated in accordance with U.S.
GAAP and should not be considered as a substitute for net income, or any other
operating performance measure calculated in accordance with U.S. GAAP and may
not be comparable to a similarly titled measure reported by other companies.

We believe that the presentation of Adjusted revenue and Adjusted net income
provides useful information to investors regarding our results of operations
because each measure assists both investors and management in analyzing and
benchmarking the performance and value of our business. Adjusted revenue and
Adjusted net income provide indicators of performance that are not affected by
fluctuations in certain costs or other items. Accordingly, management believes
that these measurements are useful for comparing general operating performance
from period to period, and management relies on these measures for planning and
forecasting of future periods. The Company measures the performance of the
segments primarily on a contribution margin basis. Additionally, these measures
allow management to compare our results with those of other companies that have
different financing and capital structures. However, other companies may define
Adjusted revenue and Adjusted net income differently, and as a result, our
measures of Adjusted revenue and Adjusted net income may not be directly
comparable to those of other companies.

Adjusted revenue. We define Adjusted revenue as Total net revenue exclusive of
the impact of the change in fair value of MSRs related to changes in valuation
inputs and assumptions, net of MSRs hedge, and adjusted for Income from equity
method investment.

Adjusted net income. We define Adjusted net income as Net income exclusive of
the impact of the change in fair value of MSRs related to changes in valuation
inputs and assumptions, net of MSRs economic hedging results.

The non-GAAP information presented below should be read in conjunction with the Company's consolidated financial statements and the related notes.


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The following presents a reconciliation of Adjusted revenue and Adjusted net
(loss) income to the nearest U.S. GAAP financial measures of Total revenue, net
and Net (loss) income, as applicable:

Reconciliation of Adjusted Revenue to Total Revenue, Net



                                                Three Months Ended June 30,                 Six Months Ended June 30,
                                                  2022                  2021                 2022                  2021
                                                                        (dollars in thousands)
Total revenue, net                          $       70,008          $  84,372          $      228,179          $ 506,344
(Loss) income from equity method investment         (9,144)            13,198                 (14,416)            17,361
Change in fair value of MSR (due to inputs
and assumptions), net of hedge(a)                   (3,502)            29,181                 (69,635)           (72,837)
Adjusted revenue                            $       57,362          $ 126,751          $      144,128          $ 450,868

Reconciliation of Adjusted Net (Loss) Income to Total Net (Loss) Income



                                                  Three Months Ended June 30,                 Six Months Ended June 30,
                                                    2022                  2021                 2022                  2021
                                                                          (dollars in thousands)
Net (loss) income                             $      (44,417)         $ 

(73,213) $ (32,553) $ 75,756 Change in fair value of MSR (due to inputs and assumptions), net of hedge(a)

                     (3,502)            29,181                 (69,635)           (72,837)
Income tax effect of change in fair value of
MSR (due to inputs and assumptions), net of
hedge(b)                                               1,001             (6,988)                 24,424             20,523
Adjusted net (loss) income                    $      (46,918)         $ 

(51,020) $ (77,764) $ 23,442




(a)MSR fair value changes due to valuation inputs and assumptions are measured
using a stochastic discounted cash flow model that includes assumptions such as
prepayment speeds, delinquencies, discount rates, and effects of changes in
market interest rates. Refer to Note 4 - Mortgage Servicing Rights to our
condensed consolidated financial statements included elsewhere in this Report.
We exclude changes in fair value of MSRs (due to inputs and assumptions), net of
hedge from Adjusted revenue as they add volatility and we believe that they are
not indicative of the Company's operating performance or results of operations.
This adjustment does not include changes in fair value of MSRs due to
realization of cash flows. Realization of cash flows occurs when cash is
collected as customers make scheduled payments, partial prepayments of
principal, or pay their mortgage in full. The adjustment includes the loss on
MSR sales since it is not indicative of the Company's results of operations.

(b)The income tax effect of change in fair value of MSR (due to inputs and assumptions), net of hedge is calculated as the MSR valuation change, net of hedge multiplied by the quotient of Income tax expense (benefit) divided by Income (loss) before income tax.

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