UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, ~~2016~~2017

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

For the transition period from to

Commission file number: 001-35916

PennyMac Financial Services, Inc.

(Exact name of registrant as specified in its charter)


Delaware		80-0882793
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)


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

(818) 224-7442

(Registrant’s telephone number, including area code)

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

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

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


Large accelerated filer ☐		Accelerated filer ☒

Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☐
~~(Do not check if a smaller reporting company)~~ Emerging growth company ☐

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

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

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


Class		Outstanding at November ~~7, 2016~~6, 2017
Class A Common Stock, $0.0001 par value		~~22,309,354~~23,288,705
Class B Common Stock, $0.0001 par value		4948

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

FORM 10-Q

September 30, ~~2016~~2017

TABLE OF CONTENTS


		Page
	Special Note Regarding Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements (Unaudited):	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Income	6
	Consolidated Statements of Changes in Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61 66
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	86 83
Item 4.	Controls and Procedures	86 83

PART II. OTHER INFORMATION		87 84

Item 1.	Legal Proceedings	87 84
Item 1A.	Risk Factors	87 84
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87 84
Item 3.	Defaults Upon Senior Securities	87 84
Item 4.	Mine Safety Disclosures	87 84
Item 5.	Other Information	87 84
Item 6.	Exhibits	88 85

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SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS

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

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

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

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

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

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

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

You should not place undue reliance on any forward‑looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this Report and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the Securities and Exchange Commission (“SEC”) on March ~~10, 2016.~~9, 2017.

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

the continually changing federal, state and local laws and regulations applicable to the highly regulated industry in which we operate;

lawsuits or governmental actions if we do not comply with the laws and regulations applicable to our businesses;

the mortgage lending and servicing-related regulations promulgated by the Consumer Financial Protection Bureau (“CFPB”) and its enforcement of these regulations;

our dependence on U.S. government sponsored entities and changes in their current roles or their guarantees or guidelines;

changes to government mortgage modification programs;

~~the licensing and operational requirements of states and other jurisdictions applicable to~~certain banking regulations that may limit our ~~businesses, to which our bank competitors are not subject;~~business activities;

foreclosure delays and changes in foreclosure practices;

~~certain banking regulations that may limit~~the licensing and operational requirements of states and other jurisdictions applicable to our ~~business activities;~~businesses, to which our bank competitors are not subject;

our dependence on the multi-family and commercial real estate sectors for future originations and investments in commercial mortgage loans and other commercial real estate related loans;

changes in macroeconomic and U.S. real estate market conditions;

difficulties inherent in growing loan production volume;

difficulties inherent in adjusting the size of our operations to reflect changes in business levels;

~~purchase opportunities for mortgage servicing rights (“MSRs”)~~any required additional capital and ~~our success in winning bids;~~liquidity to support business growth that may not be available on acceptable terms, if at all;

changes in prevailing interest rates;

Table of Contents

increases in loan delinquencies and defaults;

our dependence on the success of the small balance multifamily market for future originations of commercial mortgage loans and other commercial real estate-related loans;

our reliance on PennyMac Mortgage Investment Trust (“PMT”) as a significant source of financing for, and revenue related to, our mortgage banking business;

~~any required additional capital and liquidity to support business growth that may not be available on acceptable terms, if at all;~~

our obligation to indemnify third party purchasers or repurchase loans if loans that we originate, acquire, service or assist in the fulfillment of, fail to meet certain criteria or characteristics or under other circumstances;

our ability to realize the anticipated benefit of potential future acquisitions of mortgage servicing rights (“MSRs”);

our obligation to indemnify PMT and certain investment funds if our services fail to meet certain criteria or characteristics or under other circumstances;

decreases in the ~~historical~~ returns on the assets that we select and manage for our clients, and our resulting management and incentive fees;

the extensive amount of regulation applicable to our investment management segment;

conflicts of interest in allocating our services and investment opportunities among ourselves and certain advised entities;

the effect of public opinion on our reputation;

our recent growth;

our ability to effectively identify, manage, monitor and mitigate financial risks;

our initiation of new business activities or expansion of existing business activities;

our ability to detect misconduct and fraud; and

our ability to mitigate cybersecurity risks and cyber incidents.

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

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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30,		December 31,
	2016		2015		September 30,		December 31,
	(in thousands, except share amounts)				2017		2016
					(in thousands, except share amounts)
ASSETS
Cash (includes $84,851 and $93,757 pledged to creditors)	$	94,727	$	105,472
Cash (includes $55,537 and $91,788 pledged to creditors)					$	67,708	$	99,367
Short-term investments at fair value		58,749		46,319		136,217		85,964
Mortgage loans held for sale at fair value (includes $3,094,617 and $1,079,489 pledged to creditors)		3,127,377		1,101,204
Mortgage loans held for sale at fair value (includes $2,907,421 and $2,125,174 pledged to creditors)						2,935,593		2,172,815
Derivative assets		135,777		50,280		76,709		82,905
Servicing advances, net (includes valuation allowance of $38,031 and $33,458)		306,150		299,354
Servicing advances, net (includes valuation allowance of $51,889 and $45,425; $65,074 and $81,306 pledged to creditors)						262,650		348,306
Carried Interest due from Investment Funds pledged to creditors		70,870		69,926		8,547		70,906
Investment in PennyMac Mortgage Investment Trust at fair value		1,169		1,145		1,304		1,228
Mortgage servicing rights (includes $492,028 and $660,247 at fair value; $1,333,078 and $803,560 pledged to creditors)		1,337,674		1,411,935
Mortgage servicing rights (includes $655,984 and $515,925 at fair value; $1,994,876 and $1,617,671 pledged to creditors)						2,016,485		1,627,672
Real estate acquired in settlement of loans		1,996		—		986		1,418
Furniture, fixtures, equipment and building improvements, net (includes $22,281 and $14,034 pledged to creditors)		29,121		16,311
Capitalized software, net (includes $444 and $783 pledged to creditors)		8,361		3,025
Note receivable from PennyMac Mortgage Investment Trust		150,000		150,000
Furniture, fixtures, equipment and building improvements, net (includes $25,700 and $25,134 pledged to creditors)						30,037		31,321
Capitalized software, net (includes $1,681 and $515 pledged to creditors)						21,625		11,205
Assets purchased from PennyMac Mortgage Investment Trust under agreements to resell pledged to creditors						148,072		150,000
Receivable from PennyMac Mortgage Investment Trust		14,747		18,965		16,008		16,416
Receivable from Investment Funds		1,596		1,316		654		1,219
Deferred tax asset		—		18,378
Mortgage loans eligible for repurchase		197,819		166,070		584,394		382,268
Other		60,061		45,594		81,380		50,892
Total assets	$	5,596,194	$	3,505,294	$	6,388,369	$	5,133,902
LIABILITIES
Assets sold under agreements to repurchase	$	2,491,366	$	1,166,731	$	2,096,492	$	1,735,114
Mortgage loan participation and sale agreement		782,913		234,872
Mortgage loan participation purchase and sale agreements						531,776		671,426
Notes payable		110,619		61,136		890,884		150,942
Obligations under capital lease		20,700		13,579		24,373		23,424
Excess servicing spread financing payable to PennyMac Mortgage Investment Trust at fair value		280,367		412,425		248,763		288,669
Derivative liabilities		4,426		9,083		11,474		22,362
Accounts payable and accrued expenses		106,684		89,915		122,698		134,611
Mortgage servicing liabilities at fair value		13,045		1,399		16,076		15,192
Payable to Investment Funds		27,265		30,429		2,190		20,393
Payable to PennyMac Mortgage Investment Trust		165,264		162,379		124,589		170,036
Payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement		75,434		74,315		75,076		75,954
Income taxes payable		11,415		—		49,620		25,088
Liability for mortgage loans eligible for repurchase		197,819		166,070		584,394		382,268
Liability for losses under representations and warranties		18,473		20,611		19,673		19,067
Total liabilities		4,305,790		2,442,944		4,798,078		3,734,546

Commitments and contingencies
Commitments and contingencies – Note 14

STOCKHOLDERS’ EQUITY
Class A common stock—authorized 200,000,000 shares of $0.0001 par value; issued and outstanding, 22,274,145 and 21,990,831 shares, respectively		2		2
Class B common stock—authorized 1,000 shares of $0.0001 par value; issued and outstanding, 49 and 51 shares, respectively		—		—
Class A common stock—authorized 200,000,000 shares of $0.0001 par value; issued and outstanding, 23,219,088 and 22,426,779 shares, respectively						2		2
Class B common stock—authorized 1,000 shares of $0.0001 par value; issued and outstanding, 49 shares						—		—
Additional paid-in capital		179,134		172,354		196,346		182,772
Retained earnings		141,805		98,470		202,988		164,549
Total stockholders' equity attributable to PennyMac Financial Services, Inc. common stockholders		320,941		270,826		399,336		347,323
Noncontrolling interest in Private National Mortgage Acceptance Company, LLC		969,463		791,524		1,190,955		1,052,033
Total stockholders' equity		1,290,404		1,062,350		1,590,291		1,399,356
Total liabilities and stockholders’ equity	$	5,596,194	$	3,505,294	$	6,388,369	$	5,133,902

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

Table of Contents

PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Quarter ended September 30,				Nine months ended September 30,				Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands, except earnings per share)								(in thousands, except earnings per common share)

Revenue
Revenues
Net gains on mortgage loans held for sale at fair value:
From non-affiliates	$	183,811	$	85,744	$	409,405	$	247,822	$	98,235	$	183,811	$	285,599	$	409,405
Recapture payable to PennyMac Mortgage Investment Trust		(1,690)		(3,098)		(5,557)		(5,843)
From PennyMac Mortgage Investment Trust										9,901		(1,690)		7,584		(5,557)
		182,121		82,646		403,848		241,979		108,136		182,121		293,183		403,848
Mortgage loan origination fees		34,621		29,448		85,962		70,551
Mortgage loan origination fees:
From non-affiliates										31,060		32,555		83,558		81,425
From PennyMac Mortgage Investment Trust										2,108		2,066		5,377		4,537
										33,168		34,621		88,935		85,962
Fulfillment fees from PennyMac Mortgage Investment Trust		27,255		17,553		59,301		45,752		23,507		27,255		61,184		59,301
Net mortgage loan servicing fees:
Mortgage loan servicing fees:
From non-affiliates		98,865		83,424		282,962		200,392		126,416		98,865		345,231		282,962
From PennyMac Mortgage Investment Trust		11,039		11,736		38,919		34,542		11,402		11,039		31,987		38,919
From Investment Funds		770		796		2,194		1,917		416		770		1,455		2,194
Ancillary and other fees		11,913		10,096		34,183		33,131		15,548		11,913		38,616		34,183
		122,587		106,052		358,258		269,982		153,782		122,587		417,289		358,258
Amortization, impairment and change in fair value of mortgage servicing rights		(80,830)		(59,065)		(309,304)		(128,073)
Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities										(80,529)		(80,830)		(232,889)		(309,304)
Change in fair value of excess servicing spread payable to PennyMac Mortgage Investment Trust		4,107		10,271		40,984		10,674		4,828		4,107		14,757		40,984
		(76,723)		(48,794)		(268,320)		(117,399)		(75,701)		(76,723)		(218,132)		(268,320)
Net mortgage loan servicing fees		45,864		57,258		89,938		152,583		78,081		45,864		199,157		89,938
Management fees:
From PennyMac Mortgage Investment Trust		5,025		5,742		15,576		18,524		6,038		5,025		16,684		15,576
From Investment Funds		496		714		1,587		3,384		178		496		913		1,587
		5,521		6,456		17,163		21,908		6,216		5,521		17,597		17,163
Carried Interest from Investment Funds		107		1,483		944		2,898		(1,158)		107		(1,045)		944
Net interest expense:
Net interest income (expense):
Interest income:
From non-affiliates		20,735		13,764		50,994		35,348		42,326		20,735		97,328		50,994
From PennyMac Mortgage Investment Trust		1,974		1,289		5,798		1,822		2,116		1,974		5,946		5,798
		22,709		15,053		56,792		37,170		44,442		22,709		103,274		56,792
Interest expense:
To non-affiliates		22,689		12,918		56,414		31,526		38,494		22,689		95,832		56,414
To PennyMac Mortgage Investment Trust		4,827		8,026		17,555		17,596		3,998		4,827		13,011		17,555
		27,516		20,944		73,969		49,122		42,492		27,516		108,843		73,969
Net interest expense		(4,807)		(5,891)		(17,177)		(11,952)
Net interest income (expense)										1,950		(4,807)		(5,569)		(17,177)
Change in fair value of investment in and dividends received from PennyMac Mortgage Investment Trust		(13)		(158)		130		(295)		(33)		(13)		182		130
Result of real estate acquired in settlement of loans		42		—		—		—
Results of real estate acquired in settlement of loans										281		42		137		—
Other		684		410		2,493		2,446		487		684		3,068		2,493
Total net revenue		291,395		189,205		642,602		525,870
Total net revenues										250,635		291,395		656,829		642,602
Expenses
Compensation		96,132		74,129		247,577		202,695		93,417		96,132		261,624		247,577
Servicing		22,177		16,770		56,494		55,108		24,968		22,177		76,513		56,494
Technology		9,733		6,676		24,313		18,104		13,926		9,733		36,863		24,313
Loan origination		6,471		4,314		15,567		12,813		5,581		6,471		14,830		15,567
Professional services		4,631		3,803		12,923		10,710		4,636		4,631		12,977		12,923
Other		12,973		9,590		32,053		24,480		13,963		12,973		39,886		32,053
Total expenses		152,117		115,282		388,927		323,910		156,491		152,117		442,693		388,927
Income before provision for income taxes		139,278		73,923		253,675		201,960		94,144		139,278		214,136		253,675
Provision for income taxes		16,976		8,575		30,535		23,308		11,652		16,976		26,512		30,535
Net income		122,302		65,348		223,140		178,652		82,492		122,302		187,624		223,140
Less: Net income attributable to noncontrolling interest		98,617		52,668		179,805		144,195		65,411		98,617		149,185		179,805
Net income attributable to PennyMac Financial Services, Inc. common stockholders	$	23,685	$	12,680	$	43,335	$	34,457	$	17,081	$	23,685	$	38,439	$	43,335

Earnings per share
Earnings per common share
Basic	$	1.07	$	0.58	$	1.96	$	1.59	$	0.73	$	1.07	$	1.66	$	1.96
Diluted	$	1.06	$	0.58	$	1.95	$	1.58	$	0.71	$	1.06	$	1.62	$	1.95
Weighted average common shares outstanding
Basic		22,217		21,810		22,101		21,702		23,426		22,217		23,147		22,101
Diluted		76,355		76,138		76,331		76,098		78,416		76,355		78,231		76,331

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

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PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


	Class A Common Stock							Noncontrolling				Class A Common Stock							Noncontrolling
								interest in Private											interest in Private
				Additional				National Mortgage		Total					Additional				National Mortgage		Total
	Number of	Par		paid-in		Retained		Acceptance		stockholders'		Number of	Par		paid-in		Retained		Acceptance		stockholders'
	shares	value		capital		earnings		Company, LLC		equity		shares	value		capital		earnings		Company, LLC		equity
	(in thousands)											(in thousands)

Balance at December 31, 2014	21,578	$	2	$	162,720	$	51,242	$	593,302	$	807,266
Net income	—		—		—		34,457		144,195		178,652
Stock and unit-based compensation	75		—		3,746		—		9,358		13,104
Distributions	—		—		—		—		(9,627)		(9,627)
Issuance of common stock in settlement of directors' fees	13		—		223		—		—		223
Exchange of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.	177		—		2,919		—		(2,919)		—
Tax effect of exchange of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.	—		—		(311)		—		—		(311)
Balance at September 30, 2015	21,843	$	2	$	169,297	$	85,699	$	734,309	$	989,307

Balance at December 31, 2015	21,991	$	2	$	172,354	$	98,470	$	791,524	$	1,062,350	21,991	$	2	$	172,354	$	98,470	$	791,524	$	1,062,350
Net income	—		—		—		43,335		179,805		223,140	—		—		—		43,335		179,805		223,140
Stock and unit-based compensation	99		—		3,341		—		8,914		12,255	99		—		3,341		—		8,914		12,255
Distributions	—		—		—		—		(6,742)		(6,742)	—		—		—		—		(6,742)		(6,742)
Issuance of common stock in settlement of directors' fees	18		—		230		—		—		230
Issuance of Class A common stock in settlement of directors' fees												18		—		230		—		—		230
Exchange of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.	166		—		4,038		—		(4,038)		—	166		—		4,038		—		(4,038)		—
Tax effect of exchange of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.	—		—		(829)		—		—		(829)	—		—		(829)		—		—		(829)
Balance at September 30, 2016	22,274	$	2	$	179,134	$	141,805	$	969,463	$	1,290,404	22,274	$	2	$	179,134	$	141,805	$	969,463	$	1,290,404

Balance at December 31, 2016												22,427	$	2	$	182,772	$	164,549	$	1,052,033	$	1,399,356
Net income												—		—		—		38,439		149,185		187,624
Stock and unit-based compensation												—		—		4,861		—		10,200		15,061
Issuance of Class A common stock in settlement of directors' fees												—		—		133		—		120		253
Repurchase of Class A common stock												(505)		—		(8,599)		—		—		(8,599)
Exchange of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.												1,297		—		20,583		—		(20,583)		—
Tax effect of exchange and repurchases of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc., net												—		—		(3,404)		—		—		(3,404)
Balance at September 30, 2017												23,219	$	2	$	196,346	$	202,988	$	1,190,955	$	1,590,291

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

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PENNYMAC FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine months ended September 30,
	2016		2015		Nine months ended September 30,
	(in thousands)				2017		2016
					(in thousands)
Cash flow from operating activities
Net income	$	223,140	$	178,652	$	187,624	$	223,140
Adjustments to reconcile net income to net cash used in operating activities:
Net gains on mortgage loans held for sale at fair value		(403,848)		(241,979)		(293,183)		(403,848)
Accrual of servicing rebate payable to Investment Funds		209		1,193		129		209
Amortization, impairment and change in fair value of mortgage servicing rights and excess servicing spread		268,320		117,399
Amortization, impairment and change in fair value of mortgage servicing rights, mortgage servicing liabilities and excess servicing spread						218,132		268,320
Carried Interest from Investment Funds		(944)		(2,898)		1,045		(944)
Capitalization of interest on mortgage loans held for sale at fair value		(20,451)		(11,703)		(32,883)		(20,451)
Accrual of interest on excess servicing spread financing		17,555		17,596		13,011		17,555
Amortization of debt issuance costs and commitment fees relating to financing facilities		7,944		5,688
Amortization of debt issuance costs and premium						11,472		7,944
Change in fair value of investment in common shares of PennyMac Mortgage Investment Trust		(24)		422		(76)		(24)
Stock and unit-based compensation expense		12,255		13,104
Results of real estate acquired in settlement in loans						(137)		—
Stock-based compensation expense						14,634		12,255
Provision for servicing advance losses		19,799		23,538		26,157		19,799
Loss from disposition of fixed assets						389		—
Depreciation and amortization		3,965		1,585		6,229		3,965
Purchase of mortgage loans held for sale from PennyMac Mortgage Investment Trust		(29,144,685)		(24,864,698)		(32,724,487)		(29,144,685)
Originations of mortgage loans held for sale		(4,428,426)		(3,106,147)		(3,906,688)		(4,428,426)
Purchase of mortgage loans from Ginnie Mae securities and early buyout investors for modification and subsequent sale		(1,588,711)		(989,009)		(2,629,907)		(1,588,711)
Sale and principal payments of mortgage loans held for sale		33,124,241		28,346,871
Sale and principal payments of mortgage loans held for sale to non-affiliates						38,097,411		33,124,241
Sale of mortgage loans held for sale to PennyMac Mortgage Investment Trust		13,146		13,708		373,108		13,146
Repurchase of mortgage loans subject to representations and warranties		(13,525)		(17,112)		(16,867)		(13,525)
Increase in servicing advances		(28,591)		(47,080)
Increase in receivable from Investment Funds		(489)		(444)
Decrease (increase) in servicing advances						57,310		(28,591)
Collection of Carried Interest						61,314		—
Proceeds from sale of real estate acquired in settlement of loans						2,758		—
Decrease (increase) in receivable from Investment Funds						436		(489)
Decrease in receivable from PennyMac Mortgage Investment Trust		5,491		8,889		332		5,491
Decrease in deferred tax asset		18,668		21,399		—		18,668
Payments to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement		—		(4,299)		(6,221)		—
Increase in other assets		(24,325)		(23,113)		(35,636)		(24,325)
Increase in accounts payable and accrued expenses		12,992		22,280
(Decrease) increase in accounts payable and accrued expenses						(34,102)		12,992
Decrease in payable to Investment Funds		(3,164)		(5,697)		(18,203)		(3,164)
Increase in payable to PennyMac Mortgage Investment Trust		1,971		22,698
(Decrease) increase in payable to PennyMac Mortgage Investment Trust						(46,013)		1,971
Increase in income taxes payable		11,415		—		26,471		11,415
Net cash used in operating activities		(1,916,072)		(519,157)		(646,441)		(1,916,072)
Cash flow from investing activities
Increase in short-term investments		(12,430)		(3,079)		(50,253)		(12,430)
Advance on note receivable from PennyMac Mortgage Investment Trust		—		(168,546)
Repayment of note receivable from PennyMac Mortgage Investment Trust		—		18,546
Net settlement of derivative financial instruments used for hedging						(19,487)		173,696
Purchase of mortgage servicing rights		(23)		(379,264)		(167,466)		(23)
Net settlement of derivative financial instruments used for hedging		173,696		(3,678)
Sale of assets purchased from PMT under agreement to resell						1,928		—
Purchase of furniture, fixtures, equipment and leasehold improvements		(17,539)		(5,716)		(5,276)		(17,539)
Acquisition of capitalized software		(5,572)		(1,745)		(11,576)		(5,572)
(Increase) decrease in margin deposits and restricted cash		(39,467)		5,331
Net cash provided by (used in) investing activities		98,665		(538,151)
Increase in margin deposits and restricted cash						(33,171)		(39,467)
Net cash (used in) provided by investing activities						(285,301)		98,665
Cash flow from financing activities
Sale of assets under agreements to repurchase		31,708,423		25,947,385		24,376,644		31,708,423
Repurchase of assets sold under agreements to repurchase		(30,384,066)		(25,482,890)		(24,016,601)		(30,384,066)
Issuance of mortgage loan participation certificates		21,895,964		13,265,896		13,780,569		21,895,964
Repayment of mortgage loan participation certificates		(21,347,920)		(13,162,123)		(13,919,864)		(21,347,920)
Advances on notes payable		97,000		289,556		935,000		97,000
Repayment of notes payable		(48,661)		(29,411)		(186,935)		(48,661)
Issuance of excess servicing spread financing		—		271,452
Advances of obligations under capital lease						10,298		12,651
Repayment of obligations under capital lease						(9,349)		(5,530)
Repayment of excess servicing spread financing		(54,623)		(55,800)		(42,320)		(54,623)
Repurchase of excess servicing spread financing		(59,045)		—
Advances of obligations under capital lease		12,651		—
Repayment of obligation under capital lease		(5,530)		(6)
Settlement of excess servicing spread financing						—		(59,045)
Payment of debt issuance costs		(6,525)		(5,965)		(19,187)		(6,525)
Assumption of mortgage servicing liability		5,736		—		—		5,736
Repurchase of common stock						(8,599)		—
Proceeds from common stock options exercised						427		—
Distribution to Private National Mortgage Acceptance Company, LLC members		(6,742)		(9,627)		—		(6,742)
Net cash provided by financing activities		1,806,662		1,028,467		900,083		1,806,662
Net decrease in cash		(10,745)		(28,841)		(31,659)		(10,745)
Cash at beginning of period		105,472		76,256		99,367		105,472
Cash at end of period	$	94,727	$	47,415	$	67,708	$	94,727

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

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PENNYMAC FINANCIAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1—Organization ~~and Basis of Presentation~~

PennyMac Financial Services, Inc. (“PFSI” or the “Company”) was formed as a Delaware corporation on December 31, 2012. Pursuant to a reorganization, the Company became a holding corporation and its primary asset is an equity interest in Private National Mortgage Acceptance Company, LLC (“PennyMac”). The Company is the managing member of PennyMac and operates and controls all of the businesses and affairs of PennyMac subject to the consent rights of other members under certain circumstances, and consolidates the financial results of PennyMac and its subsidiaries.

PennyMac is a Delaware limited liability company which, through its subsidiaries, engages in mortgage banking and investment management activities. PennyMac’s mortgage banking activities consist of residential mortgage loan production (including correspondent production and consumer direct lending) and mortgage loan servicing. PennyMac’s investment management activities and a portion of its mortgage loan servicing activities are conducted on behalf of entities that invest in residential mortgage loans and related assets. PennyMac’s primary wholly owned subsidiaries are:

PNMAC Capital Management, LLC (“PCM”)—a Delaware limited liability company registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. PCM enters into investment management agreements with entities that invest in residential mortgage loans and related assets.

Presently, PCM has management agreements with, PNMAC Mortgage Opportunity Fund, LLC and PNMAC Mortgage Opportunity Fund, L.P., (the “Master Fund”), both registered under the Investment Company Act of 1940, as amended, an affiliate of these registered funds, PNMAC Mortgage Opportunity Fund Investors, LLC (collectively, the “Investment Funds”) and PennyMac Mortgage Investment Trust (“PMT”), a publicly held real estate investment trust (“REIT”). Together, the Investment Funds and PMT are referred to as the “Advised Entities.”

PennyMac Loan Services, LLC (“PLS”)—a Delaware limited liability company that services residential mortgage loans on behalf of non-affiliates and the Advised Entities, purchases and originates new prime credit quality residential mortgage loans, and engages in other mortgage banking activities for its own account and the account of PMT.

PLS is approved as a seller/servicer of mortgage loans by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and as an issuer of securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”). PLS is a licensed Federal Housing Administration Nonsupervised Title II Lender with the U.S. Department of Housing and Urban Development (“HUD”) and a lender/servicer with the Veterans Administration (“VA”) and U.S. Department of Agriculture (“USDA”) (each an “Agency” and collectively the “Agencies”).

PNMAC Opportunity Fund Associates, LLC (“PMOFA”)—a Delaware limited liability company and the general partner of the Master Fund. PMOFA is entitled to incentive fees representing allocations of profits (“Carried Interest”) from the Master Fund.

Note 2—Basis of Presentation

The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information and with the SEC’s instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements and notes do not include all of the information required by GAAP for complete financial statements. ~~The~~This interim consolidated information should be read together with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

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The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, income, and cash flows for the interim periods, but are not necessarily

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indicative of income to be anticipated for the full year ending December 31, ~~2016.~~2017. Intercompany accounts and transactions have been eliminated.

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

Note 2—3—Concentration of Risk

A substantial portion of the Company’s activities relate to the Advised Entities. ~~Fees~~Revenues generated from these entities (generally comprised of gains on mortgage loans held for sale, mortgage loan origination fees, fulfillment fees, mortgage loan servicing fees, management fees, Carried Interest, and ~~servicing recapture fees) and~~net interest charged to these ~~entities~~entities) totaled ~~15%~~22% and ~~20%~~15% of total net revenue for the quarters ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~22%~~20% and ~~18%~~22% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Note 3—4—Transactions with Affiliates

Transactions with PMT

Operating Activities

Mortgage Loan Production Activities and Mortgage Servicing Rights (“MSR”) Recapture

~~Following is~~The Company provides fulfillment and other services to PMT under a ~~summary~~mortgage banking services agreement. Before September 12, 2016, the Company was entitled to a fulfillment fee based on the type of mortgage ~~lending~~loan that PMT acquired and equal to a percentage of the unpaid principal balance (“UPB”) of such mortgage loan. The applicable fulfillment fee percentages were (i) 0.50% for conventional mortgage loans, (ii) 0.88% for loans sold in accordance with the Ginnie Mae Mortgage‑Backed Securities Guide, and (iii) 0.50% for all other mortgage loans not contemplated above; provided, however, that the Company was permitted, in its sole discretion, to reduce the amount of the applicable fulfillment fee and credit the amount of such reduction to the reimbursement otherwise due as described below. This reduction was only credited to the reimbursement applicable to the month in which the related mortgage loan was funded.

Effective September 12, 2016, pursuant to the terms of an amended and restated mortgage banking services agreement, the applicable fulfillment fee percentages are (i) 0.35% for mortgage loans sold or delivered to Fannie Mae or Freddie Mac, and (ii) 0.85% for all other mortgage loans; provided, however, that no fulfillment fee shall be due or payable to the Company with respect to any mortgage loans underwritten to the Ginnie Mae Mortgage‑Backed Securities Guide. PMT does not hold the Ginnie Mae approval required to issue Ginnie Mae mortgage-backed securities (“MBS”) and act as a servicer. Accordingly, under the agreement, the Company currently purchases mortgage loans underwritten in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from PMT at PMT’s cost less an administrative fee plus accrued interest and a sourcing ~~activity between~~fee ranging from two to three and one-half basis points, generally based on the average number of calendar days mortgage loans are held by PMT before being purchased by the Company.

In consideration for the mortgage banking services provided by the Company with respect to PMT’s acquisition of mortgage loans under the Company’s early purchase program, the Company is entitled to fees accruing (i) at a rate equal to $1,500 per year per early purchase facility administered by the Company, and ~~PMT:~~(ii) in the amount of $35 for each mortgage loan that PMT acquires thereunder.

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Mortgage servicing rights and excess servicing spread recapture incurred

$
1,690

$
3,098

$
5,557

$
5,843

Fulfillment fee revenue

$
27,255

$
17,553

$
59,301

$
45,752

Unpaid principal balance of mortgage loans fulfilled for PMT

$
7,263,557

$
4,073,201

$
15,696,940

$
10,542,411

Sourcing fees paid to PMT

$
3,509

$
3,236

$
8,282

$
7,084

Unpaid principal balance of mortgage loans purchased from PMT

$
11,694,065

$
10,783,882

$
27,599,186

$
23,602,020

Proceeds from sale of mortgage loans held for sale to PMT

$
5,007

$
1,047

$
13,146

$
11,875

Tax service fees received from PMT

$
2,006

$
1,291

$
4,537

$
3,293

Early purchase program fees earned from PMT

$
5

$
—

$
7

$
—

The Company sells newly originated loans to PMT under a mortgage loan purchase agreement and a flow commercial mortgage loan purchase agreement. Historically, the Company has used the mortgage loan purchase agreement for the purpose of selling to PMT prime jumbo residential mortgage loans originated through its consumer direct lending channel. Beginning in the quarter ended September 30, 2017, the Company also sells non-government insured or guaranteed mortgage loans originated through its consumer direct lending channel to PMT under the

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mortgage loan purchase agreement. The Company sells to PMT small balance commercial mortgage loans, including multifamily mortgage loans, originated as part of its commercial lending activities using the flow commercial mortgage loan purchase agreement.

Pursuant to the terms of an amended and restated MSR recapture agreement, effective September 12, 2016, if the Company refinances mortgage loans for which PMT previously held the MSRs, the Company is generally required to transfer and convey to one of PMT’s wholly‑owned subsidiaries, without cost to PMT, the MSRs with respect to new mortgage loans originated in those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate UPB that is not less than 30% of the aggregate UPB of all the mortgage loans so originated.

Where the fair value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, the Company may, at its option, pay cash to PMT in an amount equal to such fair value instead of transferring such MSRs. The MSR recapture agreement expires, unless terminated earlier in accordance with the agreement, on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

Following is a summary of mortgage loan production activities and MSR recapture between the Company and PMT:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Net gain (loss) on mortgage loans held for sale at fair value:
Net gain on mortgage loans held for sale to PMT	$	11,396	$	—	$	12,280	$	—
Mortgage servicing rights and excess servicing spread recapture incurred		(1,495)		(1,690)		(4,696)		(5,557)
	$	9,901	$	(1,690)	$	7,584	$	(5,557)
Fair value of mortgage loans sold to PMT	$	332,886		5,007		373,108		13,146

Fulfillment fee revenue	$	23,507	$	27,255	$	61,184	$	59,301
Unpaid principal balance of mortgage loans fulfilled for PMT	$	6,530,036	$	7,263,557	$	17,079,969	$	15,696,940

Sourcing fees paid to PMT	$	3,275	$	3,509	$	9,340	$	8,282
Unpaid principal balance of mortgage loans purchased from PMT	$	10,915,194	$	11,694,065	$	31,131,154	$	27,599,186

Tax service fees received from PMT included in Mortgage loan origination fees	$	2,108	$	2,006	$	5,377	$	4,537
Property management fees received from PMT included in Other income	$	95	$	10	$	261	$	95
Early purchase program fees earned from PMT included in Mortgage loan servicing fees	$	1	$	5	$	7	$	7

Mortgage Loan Servicing ~~Activities~~

The Company has a mortgage loan servicing agreement with PMT (“Servicing Agreement”). The Servicing Agreement provides for servicing fees of per‑loan monthly amounts based on the delinquency, bankruptcy and/or foreclosure status of the serviced mortgage loan or the real estate acquired in settlement of loans (“REO”). The Company also remains entitled to customary ancillary income and market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and late charges relating to mortgage loans it services for PMT. The Servicing Agreement was amended and restated as of September 12, 2016; however, the fee structure was not amended in any material respect.

The base servicing fee rates for distressed whole mortgage loans range from $30 per month for current loans up to $100 per month for loans where the borrower has declared bankruptcy. The base servicing fee rate for REO is $75 per month. To the extent the Company facilitates rentals of PMT's REO under its REO

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rental program, the Company collects an REO rental fee of $30 per month per REO, an REO property lease renewal fee of $100 per lease renewal, and a property management fee in an amount equal to the Company’s cost if property management services and/or any related software costs are outsourced to a third-party property management firm or 9% of gross rental income if the Company provides property management services directly. The Company is also entitled to retain any tenant paid application fees and late rent fees and seek reimbursement for certain third-party vendor fees.

The base servicing fees for non-distressed mortgage loans are calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the mortgage loan is a fixed-rate or adjustable-rate loan. The base servicing fee rates are $7.50 per month and $8.50 per month for fixed-rate loans and adjustable-rate loans, respectively.

The Company is also entitled to certain activity-based fees for distressed whole mortgage loans that are charged based on the achievement of certain events. These fees range from 0.50% for a streamline modification to 1.50% for a liquidation and $500 for a deed-in-lieu of foreclosure. The Company is not entitled to earn more than one liquidation fee, reperformance fee or modification fee per mortgage loan in any 18-month period.

Because PMT has limited employees and infrastructure, the Company is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement. For these services, the Company receives a supplemental servicing fee of $25 per month for each distressed mortgage loan. The Company is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred by the Company in performance of its servicing obligations.

Except as otherwise provided in the MSR recapture agreement, when the Company effects a refinancing of a mortgage loan on behalf of PMT and not through a third-party lender and the resulting mortgage loan is readily saleable, or the Company originates a loan to facilitate the disposition of a REO, the Company is entitled to receive from PMT market-based fees and compensation consistent with pricing and terms the Company offers unaffiliated parties on a retail basis.

The Company is entitled to retain any incentive payments made to it and to which it is entitled under the U.S. Department of Treasury’s Home Affordable Modification Plan (“HAMP”); provided, however, that with respect to any such incentive payments paid to the Company in connection with a mortgage loan modification for which PMT previously paid the Company a modification fee, the Company is required to reimburse PMT an amount equal to the incentive payments.

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The Servicing Agreement expires on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

Following is a summary of mortgage loan servicing fees earned from PMT:


	Quarter ended September 30,				Nine months ended September 30,				Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands)								(in thousands)
Mortgage loans acquired for sale at fair value:
Base and supplemental	$	90	$	130	$	225	$	198	$	88	$	90	$	235	$	225
Activity-based		210		153		497		243		188		210		507		497
		300		283		722		441		276		300		742		722
Mortgage loans at fair value:
Base and supplemental		2,615		3,930		8,881		12,145		1,571		2,615		5,284		8,881
Activity-based		3,014		2,961		14,981		8,948		2,702		3,014		6,859		14,981
		5,629		6,891		23,862		21,093		4,273		5,629		12,143		23,862
Mortgage servicing rights:
Base and supplemental		4,978		4,473		13,999		12,783		6,702		4,978		18,727		13,999
Activity-based		132		89		336		225		151		132		375		336
		5,110		4,562		14,335		13,008		6,853		5,110		19,102		14,335
	$	11,039	$	11,736	$	38,919	$	34,542	$	11,402	$	11,039	$	31,987	$	38,919

Investment Management Activities

The Company has a management agreement with PMT (“Management Agreement”). The Management Agreement provides that:

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

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

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

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

“Net income” is defined as net income or loss attributable to its common shares of beneficial interest computed in accordance with GAAP adjusted for certain other non‑cash charges determined after discussions between the Company and PMT’s independent trustees and approval by a majority of PMT’s independent trustees.

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

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lower than the Target Yield, the high watermark is increased by the difference. If the net income is higher than the Target Yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amounts required for the Company to earn a performance incentive fee are adjusted cumulatively based on the performance of PMT’s net income over (or under) the Target Yield, until the net income in excess of the Target Yield exceeds the then‑current cumulative high watermark amount, and a performance incentive fee is earned.

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

~~Following is a summary of the base management and performance incentive fees earned from PMT:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Base management

$
5,025

$
5,742


$
15,576

$
17,181

Performance incentive

—

—

—

1,343

$
5,025

$
5,742

$
15,576

$
18,524

The ~~management agreement, as amended,~~Management Agreement expires on September 12, 2020, subject to automatic renewal for additional ~~18‑month~~18-month periods, unless terminated earlier in accordance with the terms of the ~~management~~ agreement.

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

Following is a summary of the base management and performance incentive fees earned from PMT:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Base management	$	6,038	$	5,025	$	16,380	$	15,576
Performance incentive		—		—		304		—
	$	6,038	$	5,025	$	16,684	$	15,576

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Expense Reimbursement

Under the Management Agreement, PMT reimburses the Company for ~~other~~its organizational and operating expenses, including ~~common overhead~~third-party expenses, incurred on PMT’s behalf, it being understood that the Company and its ~~behalf~~affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of PMT. With respect to the allocation of the Company’s and its affiliates’ personnel, from and after September 12, 2016, the Company shall be reimbursed $120,000 per fiscal quarter, such amount to be reviewed annually and not preclude reimbursement for any other services performed by the Company ~~in accordance with~~or its affiliates.

PMT is also required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the ~~terms~~Company and its affiliates required for PMT’s and its subsidiaries’ operations. These expenses will be allocated based on the ratio of ~~its management agreement. Such amounts are summarized below:~~PMT’s proportion of gross assets compared to all remaining gross assets managed by the Company as calculated at each fiscal quarter end.

The Company received reimbursements from PMT for expenses as follows:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Reimbursement of:
Common overhead incurred by the Company	$	1,417	$	2,694	$	6,413	$	8,125	$	1,193	$	1,417	$	4,220	$	6,413
Expenses incurred on PMT's (the Company's) behalf, net		13		(85)		(102)		377		196		13		849		(102)
	$	1,430	$	2,609	$	6,311	$	8,502	$	1,389	$	1,430	$	5,069	$	6,311
Payments and settlements during the period (1)	$	45,988	$	17,709	$	102,600	$	64,575	$	22,786	$	45,988	$	63,249	$	102,600

(1)

Payments and settlements include payments for ~~operating, investment~~management fees and ~~financing~~correspondent production activities itemized in ~~this Note~~the preceding tables and netting settlements made pursuant to master netting agreements between the Company and PMT.

~~Amounts due from and payable to PMT are summarized below:~~

September 30,

December 31,


2016

2015

(in thousands)

Receivable from PMT:

Management fees

$
5,025

$
5,670

Servicing fees

3,641

3,682

Allocated expenses and expenses incurred on PMT's behalf

3,227

4,490

Fulfillment fees

926

1,082

Conditional reimbursement

900

900

Interest on note receivable


536


412

Correspondent production fees

492

2,729

$
14,747

$
18,965

Payable to PMT:

Deposits made by PMT to fund servicing advances

$
159,488

$
153,573

Mortgage servicing rights ("MSR") recapture payable

450

781

Other

5,326

8,025

$
165,264

$
162,379

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Conditional Reimbursement of Underwriting Fees

In connection with its initial public offering of common shares of beneficial interest on August 4, 2009 (“IPO”), PMT conditionally agreed to reimburse the Company up to $2.9 million for underwriting fees paid to the IPO underwriters by the Company on PMT’s behalf. The Company received $30,000 in reimbursement ~~payments~~ from PMT ~~totaling $7,000 and $237,000 for~~during the quarter and nine months ended September 30, ~~2015, respectively,~~2017 and received no reimbursement ~~from PMT~~ during the nine months ended September 30, 2016.

In the event a termination fee is payable to the Company under the ~~management agreement,~~Management Agreement, and the Company has not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February 1, 2019.

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Investing Activities

Master Repurchase Agreement with the Issuer Trust

On December 19, 2016, the Company, through PLS, entered into a master repurchase agreement with one of PMT’s wholly-owned subsidiaries, PennyMac Holdings, LLC (“PMH”) (the “PMH Repurchase Agreement”), pursuant to which PMH may borrow from the Company for the purpose of financing PMH’s participation certificates representing beneficial ownership in excess servicing spread (“ESS”). PLS then re-pledges such participation certificates to PNMAC GMSR ISSUER TRUST (the “Issuer Trust”) under a master repurchase agreement by and among PLS, the Issuer Trust and PennyMac, as guarantor (the “PC Repurchase Agreement”). The Issuer Trust was formed for the purpose of allowing PLS to finance MSRs and ESS relating to such MSRs (the “GNMA MSR Facility”).

In connection with the GNMA MSR Facility, PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in MSRs and ESS pursuant to the terms of the PC Repurchase Agreement. In return, the Issuer Trust (a) has issued to PLS, pursuant to the terms of an indenture, the Series 2016-MSRVF1 Variable Funding Note, dated December 19, 2016, known as the “PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, Series 2016-MSRVF1” (the “VFN”), and (b) has issued and may, from time to time pursuant to the terms of any supplemental indenture, issue to institutional investors additional term notes (“Term Notes”), in each case secured on a pari passu basis by the participation certificates relating to the MSRs and ESS. The maximum principal balance of the VFN is $1,000,000,000.

The principal amount paid by PLS for the participation certificates under the PMH Repurchase Agreement is based upon a percentage of the market value of the underlying ESS. Upon PMH’s repurchase of the participation certificates, PMH is required to repay PLS the principal amount relating thereto plus accrued interest (at a rate reflective of the current market and consistent with the weighted average note rate of the VFN and any outstanding Term Notes) to the date of such repurchase. PLS is then required to repay the Issuer Trust the corresponding amount under the PC Repurchase Agreement.

Prior to the Company’s entry into the PMH Repurchase Agreement and PC Repurchase Agreement in connection with the GNMA MSR Facility, the Company was a party to a repurchase agreement with Credit Suisse First Boston Mortgage Capital LLC (“CSFB”) (the “MSR Repo”), pursuant to which it financed Ginnie Mae MSRs and servicing advance receivables and pledged to CSFB all of its rights and interests in any Ginnie Mae MSRs it owned or acquired, and a separate acknowledgement agreement with respect thereto, by and among Ginnie Mae, CSFB and the Company.

In connection with the MSR Repo described above, the Company and PMT entered into an underlying loan and security agreement, dated as of April 30, 2015, pursuant to which PMT was able to borrow up to $150 million from the Company for the purpose of financing ESS (the “Underlying LSA”). In order to secure its borrowings, PMT pledged its ESS to the Company under the Underlying LSA and the Company, in turn, re-pledged such ESS to CSFB under the MSR Repo. The principal amount of the borrowings under the Underlying LSA was based upon a percentage of the market value of the ESS pledged by PMT, subject to the $150 million sublimit described above. Pursuant to the Underlying LSA, PMT granted to the Company a security interest in all of its right, title and interest in, to and under the ESS pledged to secure the borrowings.

The Company and PMT agreed in connection with the Underlying LSA that PMT was required to repay the Company the principal amount of borrowings plus accrued interest to the date of such repayment, and the Company was required to repay CSFB the corresponding amount under the MSR Repo. Interest accrued on PMT’s note relating to the

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Underlying LSA at a rate based on CSFB’s cost of funds under the MSR Repo. PMT was also required to pay the Company a fee for the structuring of the Underlying LSA in an amount equal to the portion of the corresponding fee paid by the Company to CSFB and allocable to the $150 million relating to the ESS financing. The note receivable was replaced by the PMH Repurchase Agreement upon the closing of the GNMA MSR facility.

The Company holds an investment in PMT in the form of 75,000 common shares of beneficial interest.

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

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Note receivable from PennyMac Mortgage Investment Trust:

Interest income

$
1,974

$
1,289

$
5,798

$
1,822

Common shares of beneficial interest of PennyMac Mortgage Investment Trust:

Dividends received and change in fair value

$
(13)

$
(158)

$
130

$
(295)


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Interest income:
Assets purchased from PennyMac Mortgage Investment Trust under agreements to resell	$	2,116	$	—	$	5,946	$	—
Note receivable from PennyMac Mortgage Investment Trust	$	—	$	1,974	$	—	$	5,798
Common shares of beneficial interest of PennyMac Mortgage Investment Trust:
Dividends received from PennyMac Mortgage Investment Trust	$	35	$	35	$	106	$	106
Change in fair value of investment in common shares of PennyMac Mortgage Investment Trust		(68)		(48)		76		24
	$	(33)	$	(13)	$	182	$	130


	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016
	(in thousands)				(in thousands)
Note receivable from PennyMac Mortgage Investment Trust:	$	150,000	$	150,000
Assets purchased from PennyMac Mortgage Investment Trust under agreements to resell					$	148,072	$	150,000
Common shares of beneficial interest of PennyMac Mortgage Investment Trust:
Fair value	$	1,169	$	1,145	$	1,304	$	1,228
Number of shares		75		75		75		75

Financing Activities

Spread Acquisition and MSR Servicing Agreements

Effective February 1, 2013, the Company entered into a master spread acquisition and MSR servicing agreement (the “2/1/13 Spread Acquisition Agreement”), pursuant to which it sold to PMT or one of its wholly-owned subsidiaries the rights to receive certain ESS from MSRs acquired by the Company from banks and other third party financial institutions. The Company was generally required to service or subservice the related mortgage loans for the applicable Agency or investor. The terms of each transaction under the 2/1/13 Spread Acquisition Agreement were subject to the terms thereof, as modified and supplemented by the terms of a confirmation executed in connection with such transaction.

To the extent the Company refinanced any of the mortgage loans relating to the ESS sold to PMT, the 2/1/13 Spread Acquisition Agreement contained recapture provisions requiring that the Company transfer to PMT, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated mortgage loans. To the extent the fair value of the aggregate ESS to be transferred for the applicable month was less than $200,000, the Company was, at its option, permitted to pay cash to PMT in an amount equal to such fair value instead of transferring such ESS.

On February 29, 2016, the parties terminated the 2/1/13 Spread Acquisition Agreement and all amendments thereto. In connection with the termination of the 2/1/13 Spread Acquisition Agreement, PLS reacquired from PMH all of its right, title and interest in and to all of the Fannie Mae ESS previously sold by PLS to PMH and then subject to such 2/1/13 Spread Acquisition Agreement.

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On December 19, 2014, the Company entered into a second master spread acquisition and MSR servicing agreement with PMT (the “12/19/14 Spread Acquisition Agreement”). The terms of the 12/19/14 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement, except that the Company only intends to sell ESS relating to Freddie Mac MSRs under the 12/19/14 Spread Acquisition Agreement.

To the extent the Company refinances any of the mortgage loans relating to the ESS it sells to PMT, the 12/19/14 Spread Acquisition Agreement also contains recapture provisions requiring that the Company transfer to PMT, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated mortgage loans. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, the Company may, at its option, pay cash to PMT in an amount equal to such fair market value in lieu of transferring such ESS.

On February 29, 2016, PLS also reacquired from PMT all of its right, title and interest in and to all of the Freddie Mac ESS previously sold by PLS to PMT and then subject to such 12/19/14 Spread Acquisition Agreement. The 12/19/14 Spread Acquisition Agreement remains in full force and effect.

On December 19, 2016, the Company amended and restated a third master spread acquisition and MSR servicing agreement with PMT (the “12/19/16 Spread Acquisition Agreement”). The terms of the 12/19/16 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement and the 12/19/14 Spread Acquisition Agreement, except that the Company only intends to sell ESS relating to Ginnie Mae MSRs under the 12/19/16 Spread Acquisition Agreement. Pursuant to the 12/19/16 Spread Acquisition Agreement, the Company may sell to PMT, from time to time, the right to receive participation certificates representing beneficial ownership in ESS arising from Ginnie Mae MSRs acquired by the Company, in which case the Company generally would be required to service or subservice the related mortgage loans for Ginnie Mae. The primary purpose of the amendment and restatement was to facilitate the continued financing of the ESS owned by PMT in connection with the parties’ participation in the GNMA MSR Facility.

To the extent the Company refinances any of the mortgage loans relating to the ESS it has acquired, the 12/19/16 Spread Acquisition Agreement also contains recapture provisions requiring that the Company transfer to PMT, at no cost, the ESS relating to a certain percentage of the unpaid principal balance of the newly originated mortgage loans. However, under the 12/19/16 Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the refinanced mortgage loans, the Company is also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the unpaid principal balance of the modified mortgage loans, the 12/19/16 Spread Acquisition Agreement contains provisions that require the Company to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, the Company may, at its option, wire cash to PMT in an amount equal to such fair market value in lieu of transferring such ESS.

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

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Excess servicing spread financing:

Issuance:





Cash

$
—

$
84,165

$
—

$
271,452

Pursuant to recapture agreement

$
1,438

$
2,268

$
5,039

$
4,833

Repayment

$
(16,342)

$
(24,717)

$
(54,623)

$
(55,800)

Repurchase

$
—

$
—

$
(59,045)

$
—

Change in fair value

$
(4,107)

$
(10,271)

$
(40,984)

$
(10,674)

Interest expense

$
4,827

$
8,026

$
17,555

$
17,596

Excess servicing spread recapture incurred pursuant to refinancings by the Company of mortgage loans subject to excess servicing spread

$
1,283

$
2,428

$
4,709

$
5,173


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Excess servicing spread financing:							��
Issuance pursuant to recapture agreement	$	1,207	$	1,438	$	4,160	$	5,039
Repayment	$	13,410	$	16,342	$	42,320	$	54,623
Settlement	$	—	$	—	$	—	$	59,045
Change in fair value	$	(4,828)	$	(4,107)	$	(14,757)	$	(40,984)
Interest expense	$	3,998	$	4,827	$	13,011	$	17,555
Recapture incurred pursuant to refinancings by the Company of mortgage loans subject to excess servicing spread financing included in Net gains on mortgage loans held for sale at fair value	$	1,163	$	1,283	$	3,837	$	4,709

1317

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Receivable from and Payable to PMT

Amounts receivable from and payable to PMT are summarized below:


	September 30,		December 31,
	2017		2016
	(in thousands)
Receivable from PMT:
Management fees	$	6,038	$	5,081
Servicing fees		5,329		5,465
Allocated expenses and expenses incurred on PMT's behalf		1,541		1,046
Correspondent production fees		1,430		2,371
Conditional Reimbursement		870		900
Fulfillment fees		662		1,300
Interest on assets purchased under agreements to resell		138		253
	$	16,008	$	16,416
Payable to PMT:
Deposits made by PMT to fund servicing advances	$	119,864	$	162,945
Mortgage servicing rights recapture payable		384		707
Other		4,341		6,384
	$	124,589	$	170,036

Investment Funds

The Company has investment management agreements with the Investment Funds pursuant to which it receives management fees consisting of base management fees and Carried Interest. The management fees are based on the lesser of the funds’ net asset values or aggregate capital contributions. The base management fees accrue at annual rates ranging from 1.5% to 2.0% of the applicable amounts on which they are based.

The Carried Interest that the Company recognizes from the Investment Funds is determined by the Investment Funds’ performance and its contractual rights to share in the Investments Funds’ returns in excess of the preferred returns, if any, accruing to the funds’ investors. The Company recognizes Carried Interest as a participation in the profits in the Investment Funds after the investors in the Investment Funds have achieved a preferred return as defined in the fund agreements. After the investors have achieved the preferred returns specified in the respective fund agreements, a “catch up” return accrues to the Company until it receives a specified percentage of the preferred return. Thereafter, the Company participates in future returns in excess of the preferred return at the rates specified in the fund agreements.

The Company also has loan servicing agreements with the Investment Funds. The loan servicing to be provided by the Company under the loan servicing agreements with the Investment Funds includes collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. The Company may also engage in certain loan origination activities that include refinancing mortgage loans and arranging financings that facilitate sales of REOs.

The loan servicing agreements with the Investment Funds generally provide for fee revenue, which varies depending on the type and quality of the loans being serviced. The Company is also entitled to certain customary market-based fees and charges.

On August 9, 2017, the Investment Funds completed the sale of substantially all of their remaining assets. Accordingly, future management and servicing fees from the Investment Funds will be substantially curtailed. In a related distribution of the sale proceeds, the Company received $61.3 million in cash in settlement of the majority of its Carried Interest. The Investment Funds are scheduled to remain in existence through December 31, 2018, subject to a one-year extension at the Company’s discretion, in accordance with the terms of the limited liability company and limited partnership agreements that govern the Investment Funds.

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Amounts due from and payable to the Investment Funds are summarized below:


	September 30,		December 31,
	2016		2015		September 30,		December 31,
	(in thousands)				2017		2016
					(in thousands)
Carried Interest due from Investment Funds:
PNMAC Mortgage Opportunity Fund, LLC	$	42,357	$	41,893	$	6,381	$	42,427
PNMAC Mortgage Opportunity Fund Investors, LLC		28,513		28,033		2,166		28,479
	$	70,870	$	69,926	$	8,547	$	70,906
Receivable from Investment Funds:
Expense reimbursements					$	188	$	238
Management fees	$	503	$	655		186		500
Expense reimbursements		429		45
Mortgage loan servicing fee rebate deposit						270		250
Mortgage loan servicing fees		425		392		10		231
Mortgage loan servicing rebate		239		224
	$	1,596	$	1,316	$	654	$	1,219
Payable to Investment Funds—Servicing advances	$	27,265	$	30,429
Payable to Investment Funds:
Deposits received to fund servicing advances					$	2,092	$	20,221
Other						98		172
					$	2,190	$	20,393

Exchanged Private National Mortgage Acceptance Company, LLC Unitholders

The Company entered into a tax receivable agreement with ~~PennyMac’s existing unitholders~~owners of PennyMac other than the Company on the date of the IPO that ~~will provide~~provides for the payment from time to time by the Company to PennyMac’s exchanged unitholders an amount equal to 85% of the amount of the net tax benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis of PennyMac’s assets resulting from such unitholders’ exchanges and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Based on the PennyMac unitholder exchanges to date, the Company has recorded a ~~$75.4~~$75.1 million and ~~$74.3~~$76.0 million Payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The Company made payments ~~under the tax receivable agreement totaling $4.3~~of $6.2 million during the nine months ended September 30, ~~2015. There~~2017. No payments were ~~no payments~~ made during the nine months ended September 30, 2016.

~~Note 4—Earnings Per Share of Common Stock~~

Basic earnings per share of common stock is determined using net income attributable to the Company’s common stockholders divided by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock is determined by dividing diluted net income attributable to the Company’s common stockholders by the weighted average number of shares of common stock outstanding, assuming all dilutive shares of common stock were issued.

Potentially dilutive shares of common stock include non-vested unit and stock-based compensation awards and PennyMac Class A units. The Company applies the treasury stock method to determine the diluted weighted average shares of common stock outstanding represented by the non-vested unit and stock-based compensation awards. The diluted earnings per share calculation assumes the exchange of PennyMac Class A units for shares of common stock. Accordingly, earnings attributable to the Company’s common stockholders is also adjusted to include the earnings allocated to the PennyMac Class A units after taking into account the income taxes that would be applicable to such earnings.

~~Table of Contents~~

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

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands, except per share amounts)

Basic earnings per share of common stock:





Net income attributable to PennyMac Financial Services, Inc. common stockholders

$
23,685

$
12,680

$
43,335

$
34,457

Weighted average shares of common stock outstanding

22,217

21,810

22,101

21,702

Basic earnings per share of common stock

$
1.07

$
0.58

$
1.96

$
1.59

Diluted earnings per share of common stock:

Net income attributable to PennyMac Financial Services, Inc. common stockholders

$
23,685

$
12,680

$
43,335

$
34,457

Effect of net income attributable to PennyMac Class A units exchangeable to common stock, net of income taxes

57,444

31,418

105,480

86,012

Diluted net income attributable to common stockholders

$
81,129

$
44,098

$
148,815

$
120,469

Weighted average shares of common stock outstanding

22,217

21,810

22,101

21,702

Dilutive shares:

PennyMac Class A units exchangeable to common stock

53,923

54,042

53,996

53,744

Non-vested PennyMac Class A units issuable under unit-based stock compensation plan and exchangeable to common stock

—

163

—

528

Common shares issuable under stock-based compensation plan

215

123

234

124

Diluted weighted average shares of common stock outstanding

76,355

76,138

76,331

76,098

Diluted earnings per share of common stock

$
1.06

$
0.58

$
1.95

$
1.58

Potentially dilutive securities are excluded from the calculation of diluted earnings per share when their inclusion would be anti-dilutive. The following table summarizes the anti-dilutive weighted-average number of outstanding stock options and performance-based restricted stock units (“RSUs”) excluded from the calculation of diluted earnings per share:

Quarter ended September 30,

Nine months ended September 30,

2016

2015

2016

2015

(in thousands except for weighted-average exercise price)

Stock options (1)

2,768

1,864

2,559

1,712

Performance-based RSUs (2)

2,505

2,377

2,510

2,210

Total anti-dilutive stock-based compensation units

5,273

4,241

5,069

3,922

Weighted-average exercise price of anti-dilutive stock options (1)
$
15.81

$
18.17

$
15.82

$
18.17

~~(1)~~

~~Certain stock options were outstanding but not included in the computation of diluted earnings per share because the weighted-average exercise prices were anti-dilutive.~~

~~(2)~~

~~Certain performance-based RSUs were outstanding but not included in the computation of diluted earnings per share because the performance thresholds included in such RSUs have not been achieved.~~

Note 5—Loan Sales and Servicing Activities

The Company originates or purchases and sells mortgage loans in the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the mortgage loans sold in the form of servicing arrangements and the liability under representations and warranties it makes to purchasers and insurers of the mortgage loans sold.

~~Table of Contents~~

The following table summarizes cash flows between the Company and transferees as a result of the sale of mortgage loans in transactions where the Company maintains continuing involvement as servicer with the mortgage loans:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Cash flows:
Sales proceeds	$	13,947,544	$	12,738,035	$	33,124,241	$	28,357,226	$	13,600,232	$	13,947,544	$	38,097,411	$	33,124,241
Servicing fees received (1)	$	67,371	$	33,745	$	186,474	$	103,057	$	97,312	$	67,371	$	272,303	$	186,474
Net servicing advance recoveries	$	4,608	$	9,778	$	14,153	$	18,733
Net servicing (recoveries) advances									$	(15,061)	$	4,608	$	(1,271)	$	14,153

(1)

Net of guarantee fees paid to the Agencies.

September 30,

December 31,

2016

2015

(in thousands)

Unpaid principal balance of mortgage loans outstanding at end of period

$
78,942,489

$
60,687,246

Delinquencies:

30-89 days

$
2,157,646

$
1,539,568

90 days or more:

Not in foreclosure

$
457,909

$
340,313

In foreclosure or bankruptcy

$
328,396

$
227,025

Foreclosed

$
2,435

$
755

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The following table summarizes the outstanding balance of the mortgage loans sold by the Company in which it maintains continuing involvement:


	September 30,		December 31,
	2017		2016
	(in thousands)
Unpaid principal balance of mortgage loans outstanding	$	114,565,019	$	89,516,155
Delinquencies:
30-89 days	$	4,625,124	$	2,545,970
90 days or more:
Not in foreclosure	$	1,389,729	$	735,263
In foreclosure	$	486,893	$	137,856
Foreclosed	$	26,673	$	2,552
Bankruptcy	$	580,616	$	256,471

The ~~unpaid principal balance (“UPB”) of~~following tables summarize the Company’s entire mortgage loan servicing ~~portfolio is summarized as follows:~~portfolio:


	September 30, 2016
			Contract		Total		September 30, 2017
	Servicing		servicing and		mortgage				Contract		Total
	rights owned		subservicing		loans serviced		Servicing		servicing and		mortgage
	(in thousands)						rights owned		subservicing		loans serviced
							(in thousands)
Investor:
Non-affiliated entities	$	123,030,847	$	—	$	123,030,847
Non-affiliated entities:
Originated							$	114,565,019	$	—	$	114,565,019
Purchased								49,747,190		—		49,747,190
								164,312,209		—		164,312,209
Affiliated entities		—		56,100,331		56,100,331		—		71,201,957		71,201,957
Mortgage loans held for sale		2,945,465		—		2,945,465		2,858,642		—		2,858,642
	$	125,976,312	$	56,100,331	$	182,076,643	$	167,170,851	$	71,201,957	$	238,372,808
Commercial real estate loans subserviced for the Company	$	16,403	$	—	$	16,403	$	—	$	84,605	$	84,605
Delinquent mortgage loans:
30 days	$	2,954,504	$	366,538	$	3,321,042	$	5,537,378	$	555,714	$	6,093,092
60 days		989,384		126,411		1,115,795		1,374,485		123,033		1,497,518
90 days or more:
Not in foreclosure		1,740,732		591,872		2,332,604		2,290,211		421,033		2,711,244
In foreclosure or bankruptcy		801,461		798,585		1,600,046
In foreclosure								847,885		421,484		1,269,369
Foreclosed		29,560		471,956		501,516		37,546		310,025		347,571
	$	6,515,641	$	2,355,362	$	8,871,003	$	10,087,505	$	1,831,289	$	11,918,794
Bankruptcy							$	993,512	$	213,274	$	1,206,786
Custodial funds managed by the Company (1)	$	3,754,860	$	1,058,632	$	4,813,492	$	3,844,655	$	1,077,340	$	4,921,995

(1)

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

1620

Table of Contents


	December 31, 2015
			Contract		Total		December 31, 2016
	Servicing		servicing and		mortgage				Contract		Total
	rights owned		subservicing		loans serviced		Servicing		servicing and		mortgage
	(in thousands)						rights owned		subservicing		loans serviced
							(in thousands)
Investor:
Non-affiliated entities	$	111,409,601	$	—	$	111,409,601
Non-affiliated entities:
Originated							$	89,516,155	$	—	$	89,516,155
Purchased								41,735,847		—		41,735,847
								131,252,002		—		131,252,002
Affiliated entities		—		47,810,632		47,810,632		—		60,886,717		60,886,717
Mortgage loans held for sale		1,052,485		—		1,052,485		2,101,283		—		2,101,283
	$	112,462,086	$	47,810,632	$	160,272,718	$	133,353,285	$	60,886,717	$	194,240,002
Commercial real estate loans subserviced for the Company	$	14,454	$	—	$	14,454	$	—	$	22,338	$	22,338
Delinquent mortgage loans:
30 days	$	2,666,435	$	349,859	$	3,016,294	$	3,240,640	$	407,177	$	3,647,817
60 days		834,617		136,924		971,541		1,035,871		145,720		1,181,591
90 days or more:
Not in foreclosure		1,270,236		788,410		2,058,646		2,203,895		566,496		2,770,391
In foreclosure or bankruptcy		656,617		1,180,014		1,836,631
In foreclosure								937,204		685,001		1,622,205
Foreclosed		23,372		542,031		565,403		28,943		448,017		476,960
	$	5,451,277	$	2,997,238	$	8,448,515	$	7,446,553	$	2,252,411	$	9,698,964
Bankruptcy							$	793,517	$	280,459	$	1,073,976
Custodial funds managed by the Company (1)	$	2,242,146	$	502,751	$	2,744,897	$	3,097,365	$	736,398	$	3,833,763

(1)

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

Following is a summary of the geographical distribution of mortgage loans included in the Company’s mortgage loan servicing portfolio for the top five and all other states as measured by UPB:


	September 30,		December 31,		September 30,		December 31,
State	2016		2015		2017		2016
	(in thousands)				(in thousands)

California	$	40,854,288	$	39,007,363	$	45,688,146	$	42,303,952
Texas		14,851,369		12,191,722		19,187,903		16,037,426
Florida						16,638,346		12,817,627
Virginia		12,164,535		9,816,114		15,723,658		13,143,510
Florida		11,830,839		9,709,940
Maryland		7,755,698		6,151,945		10,832,044		8,564,923
All other states		94,619,914		83,395,634		130,302,711		101,372,564
	$	182,076,643	$	160,272,718	$	238,372,808	$	194,240,002

~~Note 6—Netting of Financial Instruments~~

The Company uses derivative financial instruments to manage exposure to interest rate risk for the interest rate lock commitments (“IRLCs”) it makes to purchase or originate mortgage loans at specified interest rates, its inventory of mortgage loans held for sale and MSRs. The Company has elected to present net derivative asset and liability positions, and cash collateral obtained from (or posted to) its counterparties when subject to a master netting arrangement that is legally enforceable on all counterparties in the event of default. The derivatives that are not subject to a master netting arrangement are IRLCs.

1721

Table of Contents

~~Offsetting of Derivative Assets~~

~~Following are summaries of derivative assets and related netting amounts.~~

September 30, 2016

December 31, 2015

Gross

Gross amount

Net amount

Gross

Gross amount

Net amount

amount of

offset in the

of assets in the

amount of

offset in the

of assets in the

recognized

consolidated

consolidated

recognized

consolidated

consolidated


assets

balance sheet

balance sheet

assets

balance sheet

balance sheet

(in thousands)

Derivatives not subject to a master netting arrangement - Interest rate lock
  commitments

$
107,127

$
—

$
107,127

$
45,885

$
—

$
45,885

Derivatives subject to a master netting arrangement:

Forward purchase contracts

54,574

—

54,574

4,181

—

4,181

Forward sale contracts

3,588

—

3,588

4,965

—

4,965

Mortgage-backed security ("MBS") put options

6,019

—

6,019

404

—

404

Put options on interest rate futures purchase contracts

6,707

—

6,707

1,832

—

1,832

Call options on interest rate futures purchase contracts

4,430

—

4,430

1,555

—

1,555

Netting

—

(46,668)

(46,668)

—

(8,542)

(8,542)

75,318

(46,668)

28,650

12,937

(8,542)

4,395

$
182,445

$
(46,668)

$
135,777

$
58,822

$
(8,542)

$
50,280

~~Table of Contents~~

~~Derivative Assets, Financial Assets, and Collateral Held by Counterparty~~

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

September 30, 2016

December 31, 2015

Gross amount not

Gross amount not

offset in the

offset in the

consolidated

consolidated

balance sheet

balance sheet

Net amount

Net amount

of assets in the


Cash

of assets in the

Cash

consolidated

Financial

collateral

Net

consolidated

Financial

collateral

Net


balance sheet

instruments

received

amount

balance sheet

instruments

received

amount

(in thousands)

Interest rate lock commitments

$
107,127

$
—

$
—

$
107,127

$
45,885

$
—

$
—

$
45,885

RJ O'Brien

8,634

—

—

8,634

2,246

—

—

2,246

Barclays Capital

8,431

—

—

8,431

72

—

—

72

JP Morgan

4,067

—

—

4,067

—

—

—

—

Federal National Mortgage Association

3,471

—

—

3,471

453

—

—

453

Citibank, N.A.

1,738

—

—

1,738

—

—

—

—

Goldman Sachs

836

—

—

836

471

—

—

471

Morgan Stanley Bank, N.A.

731

—

—

731

—

—

—

—

Jefferies & Co.

343

—

—

343

888

—

—

888

Wells Fargo Bank, N.A.

—

—

—

—

53

—

—

53

Others

399

—

—

399

212

—

—

212

$
135,777

$
—

$
—

$
135,777

$
50,280

$
—

$
—

$
50,280

~~Table of Contents~~

~~Offsetting of Derivative Liabilities and Financial Liabilities~~

Following is a summary of net derivative liabilities and assets sold under agreements to repurchase and related netting amounts. As discussed above, all derivatives with the exception of IRLCs are subject to master netting arrangements. The mortgage loans sold under agreements to repurchase do not qualify for set off accounting.

September 30, 2016

December 31, 2015

Net

Net

amount

amount

Gross

Gross amount

of liabilities

Gross

Gross amount

of liabilities

amount of

offset in the

in the

amount of

offset in the

in the

recognized

consolidated

consolidated

recognized

consolidated

consolidated


liabilities

balance sheet

balance sheet

liabilities

balance sheet

balance sheet

(in thousands)

Derivatives not subject to a master netting arrangement - IRLCs

$
1,609

$
—

$
1,609

$
2,112

$
—

$
2,112

Derivatives subject to a master netting arrangement:













Forward purchase contracts


2,584


—


2,584


9,004


—


9,004

Forward sale contracts

45,085

—

45,085

7,497

—

7,497

Put options on interest rate futures purchase contracts

1,500

—

1,500

203

—

203

Call options on interest rate futures purchase contracts

398

—

398

47

—

47

Netting

—

(46,750)

(46,750)

—

(9,780)

(9,780)

49,567

(46,750)

2,817

16,751

(9,780)

6,971

Total derivatives

51,176

(46,750)

4,426

18,863

(9,780)

9,083

Mortgage loans sold under agreements to repurchase:

Amount outstanding

2,491,762

—

2,491,762

1,167,405

—

1,167,405

Unamortized debt issuance costs

(396)

—

(396)

(674)

—

(674)

2,491,366

—

2,491,366

1,166,731

—

1,166,731

$
2,542,542

$
(46,750)

$
2,495,792

$
1,185,594

$
(9,780)

$
1,175,814

~~Table of Contents~~

~~Derivative Liabilities, Financial Liabilities, and Collateral Held by Counterparty~~

The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not qualify under the accounting guidance for netting. All assets sold under agreements to repurchase are secured by sufficient collateral or have fair value that exceeds the liability amount recorded on the consolidated balance sheets.

September 30, 2016

December 31, 2015

Gross amounts

Gross amounts

not offset in the

not offset in the

Net amount

consolidated

Net amount

consolidated

of liabilities

balance sheet

of liabilities

balance sheet

in the

Cash

in the

Cash

consolidated

Financial

collateral

Net

consolidated

Financial

collateral

Net


balance sheet

instruments

pledged

amount

balance sheet

instruments

pledged

amount

(in thousands)

Interest rate lock commitments

$
1,609

$
—

$
—

$
1,609

$
2,112

$
—

$
—

$
2,112
Credit Suisse First Boston Mortgage Capital LLC

1,174,487

(1,174,288)

—

199

795,179

(794,470)

—

709
Bank of America, N.A.

449,502

(449,371)

—

131

271,130

(269,510)

—

1,620
Citibank, N.A.

396,423

(396,423)

—

—

55,948

(53,904)

—

2,044
Morgan Stanley Bank, N.A.

185,688

(185,688)

—

—

49,763

(49,521)

—

242
Barclays Capital

154,665

(154,665)

—

—

—

—

—

—
JP Morgan Chase Bank, N.A.

131,327

(131,327)

—

—

672

—

—

672
Wells Fargo Bank, N.A.

1,323

—

—

1,323

—

—

—

—
Nomura Securities International, Inc.

396

—

—

396

—

—

—

—
Raymond James & Associates

232

—

—

232

—

—

—

—
Bank of Oklahoma

167

—

—

167

135

—

—

135
BNP Paribas

128

—

—

128

738

—

—

738
Bank of New York Mellon

77

—

—

77

154

—

—

154
Others

164

—

—

164

657

—

—

657

$
2,496,188

$
(2,491,762)

$
—

$
4,426

$
1,175,814

$
(1,166,731)

$
—

$
9,083

Note 7—6—Fair Value

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

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

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

Level 2—Prices determined or determinable using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and other inputs.

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

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

~~Table of Contents~~

illiquidity of some of these assets and liabilities, subsequent transactions may be at values significantly different from those reported.

Table of Contents

Fair Value Accounting Elections

Management identified all of its non-cash financial assets other than Assets purchased from PennyMac Mortgage Investment Trustunder agreements to resell, as well as its originated MSRs relating to loans with initial interest rates of more than 4.5%, its purchased MSRs ~~subject to excess servicing spread financing (“ESS”)~~ and its mortgage servicing liabilities (“MSLs”) to be accounted for at fair value so changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance. Management has also ~~elected~~identified its ESS financing to ~~account~~be accounted for ~~its ESS~~ at fair value as a means of hedging the related MSRs’ fair value risk. Originated MSRs backed by mortgage loans with initial interest rates of less than or equal to 4.5% are accounted for using the amortization method.

~~Financial Statement Items~~Assets and Liabilities Measured at Fair Value on a Recurring Basis

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


	September 30, 2016
	Level 1		Level 2		Level 3		Total		September 30, 2017
	(in thousands)								Level 1		Level 2		Level 3		Total
									(in thousands)
Assets:
Short-term investments	$	58,749	$	—	$	—	$	58,749	$	136,217	$	—	$	—	$	136,217
Mortgage loans held for sale at fair value		—		3,081,003		46,374		3,127,377		—		2,559,353		376,240		2,935,593
Derivative assets:
Interest rate lock commitments		—		—		107,127		107,127		—		—		57,304		57,304
Repurchase agreement derivatives										—		—		469		469
Forward purchase contracts		—		54,574		—		54,574		—		404		—		404
Forward sales contracts		—		3,588		—		3,588		—		9,961		—		9,961
MBS put options		—		6,019		—		6,019		—		11,423		—		11,423
MBS call options										—		171		—		171
Put options on interest rate futures purchase contracts		6,707		—		—		6,707		7,867		—		—		7,867
Call options on interest rate futures purchase contracts		4,430		—		—		4,430		918		—		—		918
Total derivative assets before netting		11,137		64,181		107,127		182,445		8,785		21,959		57,773		88,517
Netting		—		—		—		(46,668)		—		—		—		(11,808)
Total derivative assets		11,137		64,181		107,127		135,777		8,785		21,959		57,773		76,709
Investment in PennyMac Mortgage Investment Trust		1,169		—		—		1,169		1,304		—		—		1,304
Mortgage servicing rights at fair value		—		—		492,028		492,028		—		—		655,984		655,984
	$	71,055	$	3,145,184	$	645,529	$	3,815,100	$	146,306	$	2,581,312	$	1,089,997	$	3,805,807
Liabilities:
Excess servicing spread financing at fair value payable to PennyMac Mortgage Investment Trust	$	—	$	—	$	280,367	$	280,367	$	—	$	—	$	248,763	$	248,763
Derivative liabilities:
Interest rate lock commitments		—		—		1,609		1,609		—		—		2,920		2,920
Forward purchase contracts		—		2,584		—		2,584		—		26,678		—		26,678
Forward sales contracts		—		45,085		—		45,085		—		1,310		—		1,310
Put options on interest rate futures purchase contracts		1,500		—		—		1,500
Call options on interest rate futures purchase contracts		398		—		—		398
MBS put options										—		5,026		—		5,026
Call options on interest rate futures sale contracts										586		—		—		586
Total derivative liabilities before netting		1,898		47,669		1,609		51,176		586		33,014		2,920		36,520
Netting		—		—		—		(46,750)		—		—		—		(25,046)
Total derivative liabilities		1,898		47,669		1,609		4,426		586		33,014		2,920		11,474
Mortgage servicing liabilities		—		—		13,045		13,045
Mortgage servicing liabilities at fair value										—		—		16,076		16,076
	$	1,898	$	47,669	$	295,021	$	297,838	$	586	$	33,014	$	267,759	$	276,313

2223

Table of Contents


	December 31, 2015
	Level 1		Level 2		Level 3		Total		December 31, 2016
	(in thousands)								Level 1		Level 2		Level 3		Total
									(in thousands)
Assets:
Short-term investments	$	46,319	$	—	$	—	$	46,319	$	85,964	$	—	$	—	$	85,964
Mortgage loans held for sale at fair value		—		1,052,673		48,531		1,101,204		—		2,125,544		47,271		2,172,815
Derivative assets:
Interest rate lock commitments		—		—		45,885		45,885		—		—		65,848		65,848
Forward purchase contracts		—		4,181		—		4,181		—		77,905		—		77,905
Forward sales contracts		—		4,965		—		4,965		—		28,324		—		28,324
MBS put options		—		404		—		404		—		3,934		—		3,934
MBS call options										—		217		—		217
Put options on interest rate futures purchase contracts		1,832		—		—		1,832		3,109		—		—		3,109
Call options on interest rate futures purchase contracts		1,555		—		—		1,555		203		—		—		203
Total derivative assets before netting		3,387		9,550		45,885		58,822		3,312		110,380		65,848		179,540
Netting		—		—		—		(8,542)		—		—		—		(96,635)
Total derivative assets		3,387		9,550		45,885		50,280		3,312		110,380		65,848		82,905
Investment in PennyMac Mortgage Investment Trust		1,145		—		—		1,145		1,228		—		—		1,228
Mortgage servicing rights at fair value		—		—		660,247		660,247		—		—		515,925		515,925
	$	50,851	$	1,062,223	$	754,663	$	1,859,195	$	90,504	$	2,235,924	$	629,044	$	2,858,837
Liabilities:
Excess servicing spread financing at fair value payable to PennyMac Mortgage Investment Trust	$	—	$	—	$	412,425	$	412,425	$	—	$	—	$	288,669	$	288,669
Derivative liabilities:
Interest rate lock commitments		—		—		2,112		2,112		—		—		6,457		6,457
Forward purchase contracts		—		9,004		—		9,004		—		16,914		—		16,914
Forward sales contracts		—		7,497		—		7,497		—		85,035		—		85,035
Put options on interest rate futures purchase contracts		203		—		—		203
Call options on interest rate futures purchase contracts		47		—		—		47
Total derivative liabilities before netting		250		16,501		2,112		18,863		—		101,949		6,457		108,406
Netting		—		—		—		(9,780)		—		—		—		(86,044)
Total derivative liabilities		250		16,501		2,112		9,083		—		101,949		6,457		22,362
Mortgage servicing liabilities		—		—		1,399		1,399
Mortgage servicing liabilities at fair value										—		—		15,192		15,192
	$	250	$	16,501	$	415,936	$	422,907	$	—	$	101,949	$	310,318	$	326,223

2324

Table of Contents

As shown above, all or a portion of the Company’s mortgage loans held for sale, ~~IRLCs,~~Interest Rate Lock Commitments (“IRLCs”), MSRs at fair value, ESS and MSLs are measured using Level 3 fair value inputs. Following are roll forwards of these items for the quarters and nine ~~month periods~~months ended September 30, ~~2016~~2017 and ~~2015:~~2016:

Quarter ended September 30, 2016

Mortgage

Net interest

Mortgage

loans held

rate lock

servicing

for sale

commitments (1)

rights

Total


(in thousands)

Assets:








Balance, June 30, 2016

$
38,079

$
90,262

$
526,294

$
654,635

Purchases

750,709

—

12

750,721

Sales

(621,446)

—

—

(621,446)

Repayments

(9,629)

—

—

(9,629)

Interest rate lock commitments issued, net

—

148,315

—

148,315

Mortgage servicing rights resulting from mortgage loan sales

—

—

3,913

3,913

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

2,487

—

—

2,487

Other factors

—

68,241

(38,191)

30,050

2,487

68,241

(38,191)

32,537

Transfers of mortgage loans held for sale from Level 3 to Level 2 (2)

(113,826)

—

—

(113,826)

Transfers of interest rate lock commitments to mortgage loans held for sale

—

(201,300)

—

(201,300)

Balance, September 30, 2016

$
46,374

$
105,518

$
492,028

$
643,920

Changes in fair value recognized during the period relating to assets still held at September 30, 2016

$
(234)

$
105,518

$
(38,191)

$
67,093


	Quarter ended September 30, 2017
	Mortgage		Net interest		Repurchase		Mortgage
	loans held		rate lock		agreement		servicing
	for sale		commitments (1)		derivatives		rights			Total
	(in thousands)
Assets:
Balance, June 30, 2017	$	380,084	$	46,158	$	—	$	678,441	$	1,104,683
Purchases and issuances, net		499,546		83,798		469		41		583,854
Sales and repayments		(306,458)		—		—		—		(306,458)
Mortgage servicing rights resulting from mortgage loan sales		—		—		—		5,773		5,773
Changes in fair value included in income arising from:										—
Changes in instrument-specific credit risk		(1,130)		—		—		—		(1,130)
Other factors		—		41,693		—		(28,271)		13,422
		(1,130)		41,693		—		(28,271)		12,292
Transfers from Level 3 to Level 2		(195,802)		—		—		—		(195,802)
Transfers of interest rate lock commitments to mortgage loans held for sale		—		(117,265)		—		—		(117,265)
Balance, September 30, 2017	$	376,240	$	54,384	$	469	$	655,984	$	1,087,077
Changes in fair value recognized during the period relating to assets still held at September 30, 2017	$	(2,851)	$	54,384	$	—	$	(28,271)	$	23,262

(1)

For the purpose of this table, the IRLC asset and liability positions are shown net.


	Quarter ended September 30, 2017
	Excess
	servicing		Mortgage
	spread		servicing
	financing		liabilities		Total
	(in thousands)
Liabilities:
Balance, June 30, 2017	$	261,796	$	18,295	$	280,091
Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust		1,207		—		1,207
Accrual of interest		3,998		—		3,998
Repayments		(13,410)		—		(13,410)
Mortgage servicing liabilities resulting from mortgage loan sales		—		4,071		4,071
Changes in fair value included in income		(4,828)		(6,290)		(11,118)
Balance, September 30, 2017	$	248,763	$	16,076	$	264,839
Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2017	$	(4,828)	$	(6,290)	$	(11,118)

Table of Contents


	Quarter ended September 30, 2016
	Mortgage		Net interest		Mortgage
	loans held		rate lock		servicing
	for sale		commitments (1)		rights		Total
	(in thousands)
Assets:
Balance, June 30, 2016	$	38,079	$	90,262	$	526,294	$	654,635
Purchases		750,709		—		12		750,721
Sales and repayments		(631,075)		—		—		(631,075)
Interest rate lock commitments issued, net		—		148,315		—		148,315
Mortgage servicing rights resulting from mortgage loan sales		—		—		3,913		3,913
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		2,487		—		—		2,487
Other factors		—		68,241		(38,191)		30,050
		2,487		68,241		(38,191)		32,537
Transfers from Level 3 to Level 2		(113,826)		—		—		(113,826)
Transfers of interest rate lock commitments to mortgage loans held for sale		—		(201,300)		—		(201,300)
Balance, September 30, 2016	$	46,374	$	105,518	$	492,028	$	643,920
Changes in fair value recognized during the period relating to assets still held at September 30, 2016	$	(234)	$	105,518	$	(38,191)	$	67,093

(1)

For the purpose of this table, the IRLC asset and liability positions are shown net.


	Quarter ended September 30, 2016
	Excess
	servicing		Mortgage
	spread		servicing
	financing		liabilities		Total
	(in thousands)
Liabilities:
Balance, June 30, 2016	$	294,551	$	4,681	$	299,232
Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust		1,438		—		1,438
Accrual of interest		4,827		—		4,827
Repayments		(16,342)		—		(16,342)
Mortgage servicing liabilities resulting from mortgage loan sales		—		6,401		6,401
Mortgage servicing liabilities assumed		—		5,736		5,736
Changes in fair value included in income		(4,107)		(3,773)		(7,880)
Balance, September 30, 2016	$	280,367	$	13,045	$	293,412
Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2016	$	(4,107)	$	(3,773)	$	(7,880)

Table of Contents


	Nine months ended September 30, 2017
	Mortgage		Net interest		Repurchase		Mortgage
	loans held		rate lock		agreement		servicing
	for sale		commitments (1)		derivatives		rights			Total
	(in thousands)
Assets:
Balance, December 31, 2016	$	47,271	$	59,391	$	—	$	515,925	$	622,587
Purchases and issuances, net		1,815,509		226,617		469		183,830		2,226,425
Sales and repayments		(845,318)		—		—		—		(845,318)
Mortgage servicing rights resulting from mortgage loan sales		—		—		—		19,702		19,702
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		(6,104)		—		—		—		(6,104)
Other factors		—		99,425		—		(63,473)		35,952
		(6,104)		99,425		—		(63,473)		29,848
Transfers from Level 3 to Level 2		(635,118)		—		—		—		(635,118)
Transfers of interest rate lock commitments to mortgage loans held for sale		—		(331,049)		—		—		(331,049)
Balance, September 30, 2017	$	376,240	$	54,384	$	469	$	655,984	$	1,087,077
Changes in fair value recognized during the period relating to assets still held at September 30, 2017	$	(3,733)	$	54,384	$	—	$	(63,473)	$	(12,822)

(1)

For the purpose of this table, the IRLC asset and liability positions are shown net.


	Nine months ended September 30, 2017
	Excess
	servicing		Mortgage
	spread		servicing
	financing		liabilities		Total
	(in thousands)
Liabilities:
Balance, December 31, 2016	$	288,669	$	15,192	$	303,861
Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust		4,160		—		4,160
Accrual of interest		13,011		—		13,011
Repayments		(42,320)		—		(42,320)
Mortgage servicing liabilities resulting from mortgage loan sales		—		11,940		11,940
Changes in fair value included in income		(14,757)		(11,056)		(25,813)
Balance, September 30, 2017	$	248,763	$	16,076	$	264,839
Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2017	$	(14,757)	$	(11,056)	$	(25,813)

Table of Contents


	Nine months ended September 30, 2016
	Mortgage		Net interest		Mortgage
	loans held		rate lock		servicing
	for sale		commitments (1)		rights		Total
	(in thousands)
Assets:
Balance December 31, 2015	$	48,531	$	43,773	$	660,247	$	752,551
Purchases		1,239,507		—		23		1,239,530
Sales and repayments		(929,251)		—		—		(929,251)
Interest rate lock commitments issued, net		—		329,533		—		329,533
Mortgage servicing rights resulting from mortgage loan sales		—		—		13,201		13,201
Changes in fair value included in income arising from:
Changes in instrument-specific credit risk		3,178		—		—		3,178
Other factors		—		217,429		(181,443)		35,986
		3,178		217,429		(181,443)		39,164
Transfers from Level 3 to Level 2		(315,591)		—		—		(315,591)
Transfers of interest rate lock commitments to mortgage loans held for sale		—		(485,217)		—		(485,217)
Balance, September 30, 2016	$	46,374	$	105,518	$	492,028	$	643,920
Changes in fair value recognized during the year relating to assets still held at September 30, 2016	$	506	$	105,518	$	(181,443)	$	(75,419)

(1)

For the purpose of this table, the IRLC asset and liability positions are shown net.

~~(2)~~

Mortgage loans held for sale are transferred from Level 3 to Level 2 as a result of the mortgage loan becoming saleable into active mortgage markets pursuant to a loan modification, borrower reperformance or resolution of deficiencies found in the borrowers’ credit files.

Quarter ended September 30, 2016

Excess

servicing

Mortgage

spread

servicing

financing

liabilities

Total


(in thousands)

Liabilities:

Balance, June 30, 2016

$
294,551

$
4,681

$
299,232

Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust

1,438

—

1,438

Accrual of interest

4,827

—

4,827

Repayments

(16,342)

—

(16,342)

Mortgage servicing liabilities assumed

—

5,736

5,736

Mortgage servicing liabilities resulting from mortgage loan sales

—

6,401

6,401

Changes in fair value included in income

(4,107)

(3,773)

(7,880)

Balance, September 30, 2016

$
280,367

$
13,045

$
293,412

Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2016

$
(4,107)

$
(3,773)

$
(7,880)

~~Table of Contents~~

Quarter ended September 30, 2015

Mortgage

Net interest

Mortgage

loans held

rate lock

servicing

for sale

commitments (1)

rights

Total

(in thousands)

Assets:

Balance, June 30, 2015

$
34,085

$
27,737

$
581,269

$
643,091

Purchases

391,578

—

109,131

500,709

Sales

(286,481)

—

—

(286,481)

Repayments

(14,465)

—

—

(14,465)

Interest rate lock commitments issued, net

—

73,133

—

73,133

Mortgage servicing rights resulting from mortgage loan sales

—

—

6,989

6,989

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

—

—

—

—

Other factors

826

58,659

(27,722)

31,763

826

58,659

(27,722)

31,763

Transfers of mortgage loans held for sale from Level 3 to Level 2  (2)

(61,921)

—

—

(61,921)

Transfers of interest rate lock commitments to mortgage loans held for sale

—

(115,991)

—

(115,991)

Balance, September 30, 2015

$
63,622

$
43,538

$
669,667

$
776,827

Changes in fair value recognized during the period relating to assets still held at September 30, 2015

$
(614)

$
43,538

$
(27,722)

$
15,202

~~(1)~~

~~For the purpose of this table, the interest rate lock asset and liability positions are shown net.~~

~~(2)~~

Quarter ended September 30, 2015

Excess

servicing

Mortgage

spread

servicing

financing

liabilities

Total

(in thousands)

Liabilities:

Balance, June 30, 2015

$
359,102

$
11,791

$
370,893

Issuance of excess servicing spread financing:

For cash

84,165

—

84,165

Pursuant to a recapture agreement with PennyMac Mortgage Investment Trust

2,268

—

2,268

Mortgage servicing liabilities resulting from mortgage loan sales

—

8,358

8,358

Accrual of interest

8,026

—

8,026

Repayments

(24,717)

—

(24,717)

Changes in fair value included in income

(10,271)

(9,425)

(19,696)

Balance, September 30, 2015

$
418,573

$
10,724

$
429,297

Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2015

$
(10,271)

$
(9,425)

$
(19,696)

~~Table of Contents~~

Nine months ended September 30, 2016

Mortgage

Net interest

Mortgage

loans held

rate lock

servicing

for sale

commitments (1)

rights

Total


(in thousands)

Assets:








Balance, December 31, 2015

$
48,531

$
43,773

$
660,247

$
752,551

Purchases

1,239,507

—

23

1,239,530

Sales

(899,763)

—

—

(899,763)

Repayments

(29,488)

—

—

(29,488)

Interest rate lock commitments issued, net

—

329,533

—

329,533

Mortgage servicing rights resulting from mortgage loan sales

—

—

13,201

13,201

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

3,178

—

—

3,178

Other factors

—

217,429

(181,443)

35,986

3,178

217,429

(181,443)

39,164

Transfers of mortgage loans held for sale from Level 3 to Level 2 (2)

(315,591)

—

—

(315,591)

Transfers of interest rate lock commitments to mortgage loans held for sale

—

(485,217)

—

(485,217)

Balance, September 30, 2016

$
46,374

$
105,518

$
492,028

$
643,920

Changes in fair value recognized during the period relating to assets still held at September 30, 2016

$
506

$
105,518

$
(181,443)

$
(75,419)

~~(1)~~

~~For the purpose of this table, the IRLC asset and liability positions are shown net.~~

~~(2)~~

Nine months ended September 30, 2016

Excess

servicing

Mortgage

spread

servicing

financing

liabilities

Total

(in thousands)

Liabilities:

Balance, December 31, 2015

$
412,425

$
1,399

$
413,824

Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust

5,039

—

5,039

Accrual of interest

17,555

—

17,555

Repurchase

(59,045)

—

(59,045)

Repayments

(54,623)

—

(54,623)

Mortgage servicing liabilities resulting from mortgage loan sales

—

11,810

11,810

Mortgage servicing liabilities assumed

—

5,736

5,736

Changes in fair value included in income

(40,984)

(5,900)

(46,884)

Balance, September 30, 2016

$
280,367

$
13,045

$
293,412

Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2016

$
(33,774)

$
(5,900)

$
(39,674)

~~Table of Contents~~

Nine months ended September 30, 2015

Mortgage

Net interest

Mortgage

loans held

rate lock

servicing


for sale

commitments (1)

rights

Total

(in thousands)

Assets:

Balance December 31, 2014

$
209,908

$
32,401

$
325,383

$
567,692

Purchases

857,863

—

379,264

1,237,127

Sales

(798,335)

—

—

(798,335)

Repayments

(34,467)

—

—

(34,467)

Interest rate lock commitments issued, net

—

217,278

—

217,278

Mortgage servicing rights resulting from mortgage loan sales

—

—

13,107

13,107

Changes in fair value included in income arising from:

Changes in instrument-specific credit risk

4,054

—

—

4,054

Other factors

35

48,367

(48,087)

315

4,089

48,367

(48,087)

4,369

Transfers of mortgage loans held for sale from Level 3 to Level 2 (2)

(175,436)

—

—

(175,436)

Transfers of interest rate lock commitments to mortgage loans held for sale

—

(254,508)

—

(254,508)

Balance, September 30, 2015

$
63,622

$
43,538

$
669,667

$
776,827

Changes in fair value recognized during the period relating to assets still held at September 30, 2015

$
(1,145)

$
43,538

$
(48,087)

$
(5,694)

~~(1)~~

~~For the purpose of this table, the interest rate lock asset and liability positions are shown net.~~

~~(2)~~

Nine months ended September 30, 2015

Excess

servicing

Mortgage

spread

servicing


financing

liabilities

Total

(in thousands)

Liabilities:

Balance December 31, 2014

$
191,166

$
6,306

$
197,472

Issuance of excess servicing spread financing:

For cash

271,452

—

271,452

Pursuant to a recapture agreement with PennyMac Mortgage Investment Trust

4,833

—

4,833

Mortgage servicing liabilities resulting from mortgage loan sales

—

20,442

20,442

Accrual of interest

17,596

—

17,596

Repayments

(55,800)

—

(55,800)

Changes in fair value included in income

(10,674)

(16,024)

(26,698)

Balance, September 30, 2015

$
418,573

$
10,724

$
429,297

Changes in fair value recognized during the period relating to liabilities still outstanding at September 30, 2015

$
(10,674)

$
(16,024)

$
(26,698)


	Nine months ended September 30, 2016
	Excess
	servicing		Mortgage
	spread		servicing
	financing		liabilities		Total
	(in thousands)
Liabilities:
Balance December 31, 2015	$	412,425	$	1,399	$	413,824
Issuance of excess servicing spread financing pursuant to a recapture agreement with PennyMac Mortgage Investment Trust		5,039		—		5,039
Accrual of interest		17,555		—		17,555
Settlement		(59,045)		—		(59,045)
Repayments		(54,623)		—		(54,623)
Mortgage servicing liabilities resulting from mortgage loan sales		—		11,810		11,810
Mortgage servicing liabilities assumed		—		5,736		5,736
Changes in fair value included in income		(40,984)		(5,900)		(46,884)
Balance, September 30, 2016	$	280,367	$	13,045	$	293,412
Changes in fair value recognized during the year relating to liabilities still outstanding at September 30, 2016	$	(33,774)	$	(5,900)	$	(39,674)

The information used in the preceding roll forwards represents activity for ~~any financial statement items~~assets and liabilities measured at fair value on a recurring basis and identified as using “Level 3” ~~significant~~ fair value inputs that are significant to the fair value measurement at either the beginning or the end of the periods presented. The Company had transfers among the fair value levels arising from transfers of IRLCs to mortgage loans held for sale at fair value upon purchase or funding of the respective mortgage loans and from the return to salability in the active secondary market of certain mortgage loans held for sale.

2728

Table of Contents

~~Financial Statement Items~~Assets and Liabilities Measured at Fair Value under the Fair Value Option

Net changes in fair values included in income for ~~financial statement items~~assets and liabilities carried at fair value as a result of management’s election of the fair value option by income statement line item are summarized below:


	Quarter ended September 30,
	2016						2015						Quarter ended September 30,
	Net gains on						Net gains on						2017						2016
	mortgage		Net mortgage				mortgage		Net mortgage				Net gains on						Net gains on
	loans held		loan				loans held		loan				mortgage		Net mortgage				mortgage		Net mortgage
	for sale at		servicing				for sale at		servicing				loans held		loan				loans held		loan
	fair value		fees		Total		fair value		fees		Total		for sale at		servicing				for sale at		servicing
	(in thousands)												fair value		fees		Total		fair value		fees		Total
													(in thousands)
Assets:
Mortgage loans held for sale at fair value	$	198,449	$	—	$	198,449	$	136,119	$	—	$	136,119	$	130,869	$	—	$	130,869	$	198,449	$	—	$	198,449
Mortgage servicing rights at fair value		—		(38,191)		(38,191)		—		(27,722)		(27,722)		—		(28,271)		(28,271)		—		(38,191)		(38,191)
	$	198,449	$	(38,191)	$	160,258	$	136,119	$	(27,722)	$	108,397	$	130,869	$	(28,271)	$	102,598	$	198,449	$	(38,191)	$	160,258
Liabilities:
Excess servicing spread financing at fair value payable to PennyMac Mortgage Investment Trust	$	—	$	4,107	$	4,107	$	—	$	10,271	$	10,271	$	—	$	4,828	$	4,828	$	—	$	4,107	$	4,107
Mortgage servicing liabilities at fair value		—		3,773		3,773		—		9,425		9,425		—		6,290		6,290		—		3,773		3,773
	$	—	$	7,880	$	7,880	$	—	$	19,696	$	19,696	$	—	$	11,118	$	11,118	$	—	$	7,880	$	7,880


	Nine months ended September 30,
	2016						2015						Nine months ended September 30,
	Net gains on		Net				Net gains on		Net				2017						2016
	mortgage		mortgage				mortgage		mortgage				Net gains on		Net				Net gains on		Net
	loans held		loan				loans held		loan				mortgage		mortgage				mortgage		mortgage
	for sale at		servicing				for sale at		servicing				loans held		loan				loans held		loan
	fair value		fees		Total		fair value		fees		Total		for sale at		servicing				for sale at		servicing
	(in thousands)												fair value		fees		Total		fair value		fees		Total
													(in thousands)
Assets:
Mortgage loans held for sale at fair value	$	499,058	$	—	$	499,058	$	285,936	$	—	$	285,936	$	336,836	$	—	$	336,836	$	499,058	$	—	$	499,058
Mortgage servicing rights at fair value		—		(181,443)		(181,443)		—		(48,087)		(48,087)		—		(63,473)		(63,473)		—		(181,443)		(181,443)
	$	499,058	$	(181,443)	$	317,615	$	285,936	$	(48,087)	$	237,849	$	336,836	$	(63,473)	$	273,363	$	499,058	$	(181,443)	$	317,615
Liabilities:
Excess servicing spread financing at fair value payable to PennyMac Mortgage Investment Trust	$	—	$	40,984	$	40,984	$	—	$	10,674	$	10,674	$	—	$	14,757	$	14,757	$	—	$	40,984	$	40,984
Mortgage servicing liabilities at fair value		—		5,900		5,900		—		16,024		16,024		—		11,056		11,056		—		5,900		5,900
	$	—	$	46,884	$	46,884	$	—	$	26,698	$	26,698	$	—	$	25,813	$	25,813	$	—	$	46,884	$	46,884

2829

Table of Contents

Following are the fair value and related principal amounts due upon maturity of assets accounted for under the fair value option:


	September 30, 2016
			Principal				September 30, 2017
			amount						Principal
	Fair		due upon						amount
	value		maturity		Difference		Fair		due upon
	(in thousands)						value		maturity		Difference
							(in thousands)
Mortgage loans held for sale:
Current through 89 days delinquent	$	3,107,437	$	2,924,778	$	182,659	$	2,652,858	$	2,572,370	$	80,488
90 days or more delinquent:
Not in foreclosure		15,223		15,343		(120)		224,477		227,395		(2,918)
In foreclosure		4,717		5,344		(627)		58,258		58,877		(619)
	$	3,127,377	$	2,945,465	$	181,912	$	2,935,593	$	2,858,642	$	76,951


	December 31, 2015
			Principal				December 31, 2016
			amount						Principal
	Fair		due upon						amount
	value		maturity		Difference		Fair		due upon
	(in thousands)						value		maturity		Difference
							(in thousands)
Mortgage loans held for sale:
Current through 89 days delinquent	$	1,068,548	$	1,016,314	$	52,234	$	2,148,947	$	2,077,034	$	71,913
90 days or more delinquent:
Not in foreclosure		26,399		26,999		(600)		19,227		19,399		(172)
In foreclosure		6,257		6,598		(341)		4,641		4,850		(209)
	$	1,101,204	$	1,049,911	$	51,293	$	2,172,815	$	2,101,283	$	71,532

~~Financial Statement Items~~Assets Measured at Fair Value on a Nonrecurring Basis

Following is a summary of ~~financial statement items~~assets and liabilities that were measured at fair value on a nonrecurring basis during the periods presented:


	September 30, 2016
	Level 1		Level 2		Level 3		Total		September 30, 2017
	(in thousands)								Level 1		Level 2		Level 3		Total
									(in thousands)
Mortgage servicing rights at lower of amortized cost or fair value	$	—	$	—	$	845,646	$	845,646	$	—	$	—	$	1,341,959	$	1,341,959
Real estate acquired in settlement of loans		—		—		173		173		—		—		717		717
	$	—	$	—	$	845,819	$	845,819	$	—	$	—	$	1,342,676	$	1,342,676

December 31, 2015


Level 1

Level 2

Level 3

Total

(in thousands)

Mortgage servicing rights at lower of amortized cost or fair value

$
—

$
—

$
202,991

$
202,991

$
—

$
—

$
202,991

$
202,991


	December 31, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage servicing rights at lower of amortized cost or fair value	$	—	$	—	$	1,093,242	$	1,093,242
Real estate acquired in settlement of loans		—		—		1,152		1,152
	$	—	$	—	$	1,094,394	$	1,094,394

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The following table summarizes the total gains (losses) on assets measured at fair value on a nonrecurring basis:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Mortgage servicing rights at lower of amortized cost or fair value	$	(25,206)	$	(33,301)	$	(174,926)	$	(51,427)	$	(17,270)	$	(25,206)	$	(33,906)	$	(174,926)
Real estate acquired in settlement of loans		42		—		—		—		17		42		102		—
	$	(25,164)	$	(33,301)	$	(174,926)	$	(51,427)	$	(17,253)	$	(25,164)	$	(33,804)	$	(174,926)

Fair Value of Financial Instruments Carried at Amortized Cost

The Company’s ~~Cash~~ ~~as well as its~~ ~~Carried Interest due~~Assets purchased from PennyMac Mortgage Investment ~~Funds~~Trust under agreements to resell, ~~Note receivable from PMT,~~Assets sold under agreements to repurchase, Mortgage loan participation purchase and sale agreements, Notes payable, Obligations under capital lease and amounts receivable from and payable to the Advised Entities are carried at amortized cost.

~~Cash~~ ~~is measured using a “Level 1” fair value input.~~

~~The Company has concluded that the carrying value of the~~ ~~Carried Interest due from Investment Funds~~ ~~approximates its fair value as the balance represents the amount distributable to the Company at the balance sheet date assuming liquidation of the Investment Funds.~~

~~The Company’s borrowings carried at amortized cost~~ These assets and liabilities do not have observable inputs and the fair value is measured using management’s estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The Company has classified these financial instruments as “Level 3” fair value ~~financial statement items~~liabilities due to the lack of observable inputs to estimate their fair ~~values.~~

~~The Company~~values and has concluded that ~~the~~those liabilities’ fair ~~value of the~~ ~~Note receivable from PMT~~ ~~and the receivables from and payables to the Advised Entities~~values approximate the carrying value due to their short terms and/or variable interest rates.

Valuation Techniques and Inputs

Most of the Company’s financial assets, a portion of its MSRs and its ESS financing and MSLs are carried at fair value with changes in fair value recognized in current period income. Certain of the Company’s financial assets and all of its MSRs, ESS and MSLs are “Level 3” fair value ~~financial statement items~~assets and liabilities which require the use of unobservable inputs that are significant to the estimation of the items’ fair values. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.

Due to the difficulty in estimating the fair values of “Level 3” fair value ~~financial statement items,~~assets and liabilities, management has assigned the responsibility for estimating the fair value of these items to specialized staff and subjects the valuation process to significant senior management oversight. The Company’s Financial Analysis and Valuation group (the “FAV group”) is the Company’s specialized staff responsible for estimating the fair values of “Level 3” fair value ~~financial statement items~~assets and liabilities other than ~~IRLCs and maintaining its valuation policies and procedures.~~IRLCs.

With respect to the non-IRLC “Level 3” valuations, the FAV group reports to the Company’s senior management valuation committee, which oversees and approves the valuations. The FAV group monitors the models used for valuation of the Company’s “Level 3” fair value ~~financial statement items,~~assets and liabilities, including the models’ performance versus actual results, and reports those results to the Company’s senior management valuation committee. The Company’s senior management valuation committee includes the Company’s executive chairman and chief executive, chief financial, ~~operating,~~chief risk, ~~business development~~chief enterprise operations and ~~asset/liability management~~deputy chief financial officers.

The FAV group is responsible for reporting to the Company’s senior management valuation committee on a monthly basis on the changes in the valuation of the “Level 3” fair value ~~financial statement items,~~assets and liabilities, including major factors affecting the valuation and any changes in model methods and inputs. To assess the reasonableness of its

~~Table of Contents~~

valuations, the FAV group presents an analysis of the effect on the valuation of changes to the significant inputs to the models.

With respect to IRLCs, the Company has assigned responsibility for developing fair values to its Capital Markets Risk Management staff. The fair values developed by the Capital Markets Risk Management staff are reviewed by the Company’s Capital Markets Operations group.

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Following is a description of the techniques and inputs used in estimating the fair values of “Level 2” and “Level 3” fair value ~~financial statement items:~~assets and liabilities:

Mortgage Loans Held for Sale

Most of the Company’s mortgage loans held for sale at fair value are saleable into active markets and are therefore categorized as “Level 2” fair value ~~financial statement items~~assets and their fair values are determined using their quoted market or contracted selling price or market price equivalent.

Certain of the Company’s mortgage loans held for sale ~~may become~~are non-saleable into active markets due to identification of a defect by the Company or to the repurchase by the Company of a mortgage loan with an identified defect. The Company may also purchase certain delinquent government guaranteed or insured mortgage loans from Ginnie Mae guaranteed pools in its mortgage loan servicing portfolio.

~~The Company’s right to purchase delinquent government guaranteed or insured mortgage loans arises~~and are therefore categorized as the result of the borrower’s failure to make payments for at least three consecutive months preceding the month of repurchase by the Company and provides an alternative to the Company’s obligation to continue advancing principal and interest at the coupon rate of the related Ginnie Mae security. Such repurchased mortgage loans may be resold to third-party investors and thereafter may be repurchased to the extent eligible for resale into a new Ginnie Mae guaranteed pool.

To the extent such mortgage loans have not become saleable into another Ginnie Mae guaranteed security by becoming current either through the borrower’s reperformance or through completion of a modification of the mortgage loan’s terms, the Company measures such mortgage loans along with mortgage loans with identified defects using “Level 3” fair value ~~inputs.~~assets. Mortgage loans held for sale categorized as “Level 3” fair value assets include:

Certain delinquent government guaranteed or insured mortgage loans purchased by the Company from Ginnie Mae guaranteed pools in its mortgage loan servicing portfolio. The Company’s right to purchase delinquent government guaranteed or insured mortgage loans arises as the result of the borrower’s failure to make payments for at least three consecutive months preceding the month of repurchase by the Company and provides an alternative to the Company’s obligation to continue advancing principal and interest at the coupon rate of the related Ginnie Mae security. Such repurchased mortgage loans may be resold to third-party investors and thereafter may be repurchased to the extent eligible for resale into a new Ginnie Mae guaranteed pool. Such eligibility for resale generally occurs when the repurchased mortgage loans become current either through the borrower’s reperformance or through completion of a modification of the mortgage loan’s terms.

Certain of the Company’s mortgage loans held for sale that become non-saleable into active markets due to identification of a defect by the Company or to the repurchase by the Company of a mortgage loan with an identified defect.

The significant unobservable inputs used in the fair value measurement of the Company’s “Level 3” fair value mortgage loans held for sale at fair value are discount rates, home price projections, voluntary prepayment/resale speeds and total prepayment speeds. Significant changes in any of those inputs in isolation could result in a significant change to the mortgage loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

Following is a quantitative summary of key “Level 3” fair value inputs used in the valuation of mortgage loans held for sale at fair value:



Key inputs	September 30, 2016	December 31, 2015	September 30, 2017	December 31, 2016
Discount rate
Discount rate:
Range	2.5% – 8.1%	2.5% – 9.1%	2.9% – 9.2%	2.6% – 8.8%
Weighted average	3.1%	2.8%	2.9%	3.0%
Twelve-month projected housing price index change
Twelve-month projected housing price index change:
Range	2.8% – 5.2%	1.8% – 5.0%	2.9% – 5.5%	2.0% – 4.5%
Weighted average	4.5%	3.7%	4.4%	3.7%
Voluntary prepayment / resale speed (1)
Voluntary prepayment / resale speed (1):
Range	0.1% – 25.8%	0.6% – 20.1%	0.1% – 21.5%	0.1% – 24.4%
Weighted average	20.8%	16.6%	19.4%	20.9%
Total prepayment speed (2)
Total prepayment speed (2):
Range	0.1% – 41.3%	0.7% – 37.6%	0.1% – 40.3%	0.1% – 39.8%
Weighted average	33.1%	30.9%	38.5%	34.3%

(1)

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

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

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Changes in fair value attributable to changes in instrument specific credit risk are measured by reference to the change in the respective mortgage loan’s delinquency status and performance history at period end from the later of the

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beginning of the period or acquisition date. Changes in fair value of mortgage loans held for sale are included in Net gains on mortgage loans held for sale at fair value in the Company’s consolidated statements of income.

Derivative Financial Instruments

Interest Rate Lock Commitments

The Company categorizes IRLCs as a “Level 3” fair value ~~financial statement item.~~asset or liability. The Company estimates the fair value of an IRLC based on quoted Agency MBS prices, its estimate of the fair value of the MSRs it expects to receive in the sale of the mortgage loans and the probability that the mortgage loan will fund or be purchased (the “pull-through rate”).

The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the MSR component of the Company’s estimate of the fair value of the mortgage loans it has committed to purchase. Significant changes in the pull-through rate or the MSR component of the IRLCs, in isolation, could result in significant changes in fair value measurement. The financial effects of changes in these inputs are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value, but increase the pull-through rate for the mortgage loan principal and interest payment cash flow component, which has decreased in fair value. Changes in fair value of IRLCs are included in Net gains on mortgage loans acquired for sale at fair value and may be allocated to Net mortgage loan servicing fees as a hedge of the fair value of MSRs in the consolidated statements of ~~income.~~income when it is included as a component of the MSR hedging strategy.

Following is a quantitative summary of key “Level 3” fair value inputs used in the valuation of IRLCs:



Key inputs	September 30, 2016	December 31, 2015	September 30, 2017	December 31, 2016
Pull-through rate
Pull-through rate:
Range	35.0% – 100.0%	54.1% – 100.0%	15.0% – 100.0%	35.0% – 100.0%
Weighted average	83.7%	90.1%	85.9%	84.9%
Mortgage servicing rights value expressed as:
Servicing fee multiple
Servicing fee multiple:
Range	1.2 – 5.5	1.0 – 5.8	1.2 – 6.0	1.2 – 5.9
Weighted average	4.2	4.4	4.0	4.3
Percentage of unpaid principal balance
Percentage of unpaid principal balance:
Range	0.2% – 2.7%	0.2% – 3.8%	0.3% – 2.6%	0.3% – 2.8%
Weighted average	1.2%	1.5%	1.4%	1.3%

Hedging Derivatives

~~The Company estimates the fair~~Fair value of ~~commitments to sell mortgage loans based on quoted MBS prices.These~~exchange-traded hedging derivative financial instruments are categorized by the Company as “Level 1” fair value assets and liabilities. Fair value of hedging derivative financial ~~statement items for those based on exchange traded market prices or as “Level 2” fair value financial statement items for those~~instruments based on observable MBS prices or interest rate volatilities in the MBS ~~market.~~market are categorized as “Level 2” fair value assets and liabilities. Changes in the fair value of hedging derivatives are included in Net gains on mortgage loans acquired for sale at fair value, or Net mortgage loan servicing fees – Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities, as applicable, in the consolidated statements of income.

Repurchase Agreement Derivatives

The Company has a master repurchase agreement that includes incentives for financing mortgage loans approved for satisfying certain consumer relief characteristics. These incentives are classified as embedded derivatives in the master repurchase agreement and are accounted for separate from the master repurchase agreement. The Company classifies these derivatives as “Level 3” fair value assets. The significant unobservable input into the valuation of these derivative assets is the expected approval rate of the mortgage loans financed under the master repurchase agreement. The approval rate included in the fair value estimate was 80% at September 30, 2017.

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Mortgage Servicing Rights

MSRs are categorized as “Level 3” fair value ~~financial statement items.~~assets. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. This approach consists of projecting net servicing cash flows discounted at a rate that management believes market participants would use in their determinations of fair value. The key inputs used in the estimation of the fair value of MSRs include the applicable pricing spread (discount rate), the prepayment rates of the underlying mortgage loans, ~~the applicable pricing spread (discount rate),~~ and the per-loan annual cost to service the respective mortgage loans. Changes in the fair value of MSRs are included in Net servicing fees—Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities in the consolidated statements of income.

~~Table of Contents~~

Following are the key ~~“Level 3” fair value~~ inputs used in determining the fair value of MSRs at the time of initial recognition, excluding MSR purchases:


	Quarter ended September 30,
	2016		2015		Quarter ended September 30,
	Fair	Amortized	Fair	Amortized	2017				2016
	value	cost	value	cost	Fair		Amortized		Fair		Amortized
	(Amount recognized and unpaid principal balance of underlying mortgage loans in thousands)				value		cost		value		cost
					(Amount recognized and unpaid principal balance of underlying mortgage loans in thousands)
MSR and pool characteristics:
Amount recognized	$3,913	$146,448	$6,989	$154,707	$	5,773	$	153,061	$	3,913	$	146,448
Unpaid principal balance of underlying mortgage loans	$340,562	$12,313,082	$550,073	$11,369,493	$	573,463	$	12,184,003	$	340,562	$	12,313,082
Weighted average servicing fee rate (in basis points)	33	29	32	34		31		32		33		29
Key inputs:
Pricing spread (1)
Range	7.6% – 10.5%	7.6% – 14.4%	7.0% – 14.4%	6.8% – 16.2%		7.6% – 11.2%		7.6% – 14.6%		7.6% – 10.5%		7.6% – 14.4%
Weighted average	9.3%	9.5%	8.9%	9.1%		10.7%		10.8%		9.3%		9.5%
Annual total prepayment speed (2)
Range	5.0% – 42.8%	3.4% – 42.9%	7.7% – 52.3%	7.5% – 35.0%		3.9% – 46.8%		4.4% – 47.6%		5.0% – 42.8%		3.4% – 42.9%
Weighted average	12.4%	9.7%	11.9%	9.2%		13.3%		9.5%		12.4%		9.7%
Life (in years)
Range	1.7 – 10.8	1.7 – 12.2	1.4 – 7.5	1.9 – 9.1		1.4 – 11.4		1.5 – 11.4		1.7 – 10.8		1.7 – 12.2
Weighted average	6.5	7.6	6.5	7.0		6.3		7.9		6.5		7.6
Per-loan annual cost of servicing
Range	$78 – $103	$78 – $102	$59 – $101	$59 – $95		$78 – $98		$79 – $98		$78 – 103		$78 – $102
Weighted average	$92	$91	$75	$78		$89		$89		$92		$91

(1)

Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar London Interbank Offered Rate (“LIBOR”) curve for purposes of discounting cash flows relating to MSRs.

(2)

Prepayment speed is measured using Life Total CPR.

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	Nine months ended September 30,
	2016		2015		Nine months ended September 30,
	Fair	Amortized	Fair	Amortized	2017		2016
	value	cost	value	cost	Fair	Amortized	Fair	Amortized
	(Amount recognized and unpaid principal balance of underlying mortgage loans in thousands)				value	cost	value	cost
					(Amount recognized and unpaid principal balance of underlying mortgage loans in thousands)
MSR and pool characteristics:
Amount recognized	$13,201	$370,414	$13,107	$347,549	$19,702	$412,206	$13,201	$370,414
Unpaid principal balance of underlying mortgage loans	$1,108,802	$29,667,803	$1,072,203	$25,268,602	$1,873,404	$33,890,209	$1,108,802	$29,667,803
Weighted average servicing fee rate (in basis points)	33	30	32	35	31	30	33	30
Key inputs:
Pricing spread (1)
Range	7.2% – 10.5%	7.2% – 14.4%	7.0% – 14.4%	6.8% – 16.2%	7.6% – 11.2%	7.6% – 15.2%	7.2% – 10.5%	7.2% – 14.4%
Weighted average	8.9%	9.2%	9.4%	9.2%	10.5%	10.7%	8.9%	9.2%
Annual total prepayment speed (2)
Range	3.3% – 52.3%	3.4% – 50.9%	7.7% – 62.4%	7.5% – 39.4%	3.9% – 71.8%	3.4% – 47.6%	3.3% – 52.3%	3.4% – 50.9%
Weighted average	12.6%	10.0%	11.6%	8.8%	12.5%	9.1%	12.6%	10.0%
Life (in years)
Range	1.3 – 11.8	1.3 – 12.2	1.1 – 7.5	1.8 – 9.1	0.8 – 11.5	1.5 – 12.2	1.3 – 11.8	1.3 – 12.2
Weighted average	6.5	7.5	6.5	7.0	6.6	8.1	6.5	7.5
Per-loan annual cost of servicing
Range	$68 – $105	$68 – $106	$59 – $101	$59 – $95	$78 – $101	$79 – $101	$68 – $105	$68 – $106
Weighted average	$87	$88	$75	$76	$89	$89	$87	$88

(1)

Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to the United States Dollar ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR curve for purposes of discounting cash flows relating to MSRs.

(2)

Prepayment speed is measured using Life Total CPR.

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Following is a quantitative summary of key inputs used in the valuation and assessment for impairment of the Company’s MSRs ~~at period end~~as of the dates presented and the effect on fair value from adverse changes in those inputs (weighted averages are based upon UPB):


	September 30, 2016				December 31, 2015
	Fair		Amortized		Fair		Amortized		September 30, 2017				December 31, 2016
	value		cost		value		cost		Fair		Amortized		Fair		Amortized
	(Carrying value, unpaid principal balance of underlying								value		cost		value		cost
	mortgage loans and effect on fair value amounts in thousands)								(Carrying value, unpaid principal balance of underlying
									mortgage loans and effect on fair value amounts in thousands)
MSR and pool characteristics:
Carrying value	$	492,028	$	845,646	$	660,247	$	751,688	$	655,984	$	1,360,501	$	515,925	$	1,111,747
Unpaid principal balance of underlying mortgage loans	$	46,236,558	$	75,076,431	$	54,182,477	$	56,420,227	$	54,381,902	$	108,417,676	$	43,667,165	$	85,509,941
Weighted average note interest rate		4.1%		3.8%		4.1%		3.8%		4.0%		3.8%		4.1%		3.7%
Weighted average servicing fee rate (in basis points)		32		31		32		32		32		31		32		31
Key inputs:
Pricing spread (1)
Pricing spread (1):
Range		7.6% – 14.4%		7.6% – 14.4%		7.2% – 14.1%		7.2% – 12.8%		7.6% – 14.6%		7.6% – 14.6%		7.6% – 14.9%		7.6% – 14.9%
Weighted average		9.7%		10.2%		8.9%		8.9%		10.2%		10.8%		10.1%		10.7%
Effect on fair value of (2):
5% adverse change	$	(8,318)	$	(15,356)	$	(11,115)	$	(13,467)	$	(11,631)	$	(26,802)	$	(9,097)	$	(22,382)
10% adverse change	$	(16,346)	$	(30,149)	$	(21,857)	$	(26,472)	$	(22,846)	$	(52,566)	$	(17,872)	$	(43,889)
20% adverse change	$	(31,585)	$	(58,160)	$	(42,293)	$	(51,183)	$	(44,113)	$	(101,200)	$	(34,516)	$	(84,464)
Average life (in years)
Prepayment speed (3):
Range		2.1 – 8.9		1.5 – 9.3		1.9 – 9.0		1.8 – 9.1		7.7% – 41.1%		7.5% – 44.8%		7.0% – 46.7%		6.6% – 43.9%
Weighted average		6.0		6.5		6.9		7.4		10.4%		9.5%		10.3%		8.7%
Prepayment speed (3)
Average life (in years):
Range		6.7% – 26.5%		6.7% – 46.7%		5.3% – 43.8%		5.7% – 46.7%		1.4 – 8.1		1.9 – 8.7		1.3 – 8.6		1.6 – 9.4
Weighted average		12.3%		12.1%		9.7%		9.5%		6.7		7.6		6.7		8.1
Effect on fair value of (2):
5% adverse change	$	(10,448)	$	(18,008)	$	(12,475)	$	(14,360)	$	(11,201)	$	(21,643)	$	(8,818)	$	(16,636)
10% adverse change	$	(20,482)	$	(35,280)	$	(24,499)	$	(28,197)	$	(22,018)	$	(42,573)	$	(17,336)	$	(32,750)
20% adverse change	$	(39,396)	$	(67,777)	$	(47,286)	$	(54,406)	$	(42,577)	$	(82,428)	$	(33,533)	$	(63,513)
Annual per-loan cost of servicing
Annual per-loan cost of servicing:
Range		$78 – $102		$79 – $102		$68 – $97		$68 – $95		$78 – $97		$79 – $98		$78 – $101		$79 – $101
Weighted average		$93		$92		$86		$84		$89		$89		$92		$92
Effect on fair value of (2):
5% adverse change	$	(5,720)	$	(7,101)	$	(6,812)	$	(5,725)	$	(6,454)	$	(10,527)	$	(5,612)	$	(8,890)
10% adverse change	$	(11,441)	$	(14,202)	$	(13,624)	$	(11,451)	$	(12,908)	$	(21,053)	$	(11,225)	$	(17,781)
20% adverse change	$	(22,882)	$	(28,405)	$	(27,247)	$	(22,901)	$	(25,816)	$	(42,107)	$	(22,450)	$	(35,562)

(1)

The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSRs.

(2)

For MSRs carried at fair value, an adverse change in one of the above-mentioned key inputs is expected to result in a reduction in fair value which will be recognized in income. For MSRs carried at lower of amortized cost or fair value, an adverse change in one of the above-mentioned key inputs may result in recognition of MSR impairment. The extent of the recognized MSR impairment will depend on the relationship of fair value to the carrying value of such MSRs.

(3)

Prepayment speed is measured using Life Total CPR.

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

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Excess Servicing Spread Financing at Fair Value

The Company categorizes ESS as a “Level 3” fair value ~~financial statement item.~~liability. Because the ESS is a claim to a portion of the cash flows from MSRs, the approach to fair value measurement of the ESS is similar to that of MSRs. The Company uses athe same discounted cash flow approach to ~~estimate~~measuring the ~~fair value~~ESS as used to measure MSRs except that certain inputs relating to the cost to service the mortgage loans underlying the MSR and certain ancillary income are not included as these cash flows do not accrue to the holder of the ESS. The key inputs used in the estimation of ESS fair value include pricing spread (discount rate) and prepayment speed. Significant changes to either of those inputs in isolation could result in a significant change in the fair value of ESS. Changes in these key inputs are not necessarily directly related.

ESS is generally subject to fair value increases when mortgage interest rates increase. Increasing mortgage interest rates normally slow mortgage refinancing activity. Decreased refinancing activity increases the life of the mortgage loans underlying the ESS, thereby increasing its fair value, which is owed to PMT. Increases in the fair value of ESS decrease income and are included in Net mortgage loan servicing ~~fees.~~

Interest expense for ESS is accrued using the interest method based upon the expected cash flows from the ESS through the expected life of the underlying mortgage loans. Other changes in fair value are recorded in fees~~Amortization, impairment and change~~—Change in fair value of ~~mortgage~~excess servicing ~~rights~~.spread payable to PennyMac Mortgage Investment Trust.

Following are the key inputs used in estimating the fair value of ~~ESS:~~ESS financing:


	September 30,	December 31,
	2016	2015	September 30,	December 31,
			2017	2016
Carrying value (in thousands)	$280,367	$412,425	$248,763	$288,669
ESS and pool characteristics:
Unpaid principal balance of underlying mortgage loans (in thousands)	$34,189,425	$51,966,405	$28,385,316	$32,376,359
Average servicing fee rate (in basis points)	34	32	34	34
Average excess servicing spread (in basis points)	19	17	19	19
Key inputs:
Pricing spread (1)
Pricing spread (1):
Range	4.7% – 5.9%	4.8% – 6.5%	3.8% – 4.4%	3.8% – 4.8%
Weighted average	5.5%	5.7%	4.2%	4.4%
Average life (in years)
Annualized prepayment speed (2):
Range	2.2 – 8.9	1.4 – 9.0	7.7% – 37.2%	7.0% – 41.3%
Weighted average	6.2	6.9	10.7%	10.5%
Annualized prepayment speed (2)
Average life (in years):
Range	6.7% – 23.3%	5.2% – 52.4%	1.5 – 8.1	1.4 – 8.6
Weighted average	12.2%	9.6%	6.6	6.8

(1)The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to ESS.

(2)Prepayment speed is measured using Life Total CPR.

Mortgage Servicing Liabilities

MSLs are categorized as “Level 3” fair value liabilities. The Company uses a discounted cash flow approach to estimate the fair value of MSLs. This approach consists of projecting net servicing cash flows discounted at a rate that management believes market participants would use in their determinations of fair value. The key inputs used in the estimation of the fair value of MSLs include the applicable pricing spread (discount rate), the prepayment rates of the underlying mortgage loans, and the per-loan annual cost to service the respective mortgage loans. Changes in the fair value of MSLs are included in Net servicing fees—Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities in the consolidated statements of income.

Table of Contents

Following are the key inputs used in determining the fair value of MSLs:


	September 30,		December 31,
	2017		2016
MSL and pool characteristics:
Carrying value (in thousands)	$	16,076	$	15,192
Unpaid principal balance of underlying mortgage loans (in thousands)	$	1,512,632	$	2,074,896
Weighted average servicing fee rate (in basis points)		25		25
Key inputs:
Pricing spread (1)		7.7%		8.0%
Prepayment speed (2)		32.9%		31.7%
Average life (in years)		3.5		3.7
Annual per-loan cost of servicing	$	419	$	497

(1)

The Company applies a pricing spread to the United States Dollar LIBOR curve for purposes of discounting cash flows relating to MSLs.

(2)

Prepayment speed is measured using Life Total CPR.

Note 8—7—Mortgage Loans Held for Sale at Fair Value

Mortgage loans held for sale at fair value include the following:


	September 30,		December 31,
	2016		2015		September 30,		December 31,
	(in thousands)				2017		2016
					(in thousands)
Government-insured or guaranteed	$	2,971,838	$	992,805	$	2,422,378	$	1,984,020
Conventional conforming		109,165		59,868		136,975		141,524
Delinquent mortgage loans purchased from Ginnie Mae pools serviced by the Company		38,433		42,600
Mortgage loans repurchased pursuant to representations and warranties		7,941		5,931
Purchased from Ginnie Mae pools serviced by the Company						371,852		40,437
Repurchased pursuant to representations and warranties						4,388		6,834
	$	3,127,377	$	1,101,204	$	2,935,593	$	2,172,815
Fair value of mortgage loans pledged to secure:
Assets sold under agreements to repurchase	$	2,278,952	$	833,748	$	2,352,842	$	1,422,255
Mortgage loan participation and sale agreement		815,665		245,741
Mortgage loan participation purchase and sale agreements						554,579		702,919
	$	3,094,617	$	1,079,489	$	2,907,421	$	2,125,174

Note 8—Derivative Activities

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

IRLCs that are created when the Company commits to purchase or originate a mortgage loan acquired for sale.

Derivatives that are embedded in a master repurchase agreement that provides for the Company to receive incentives for financing mortgage loans that satisfy certain consumer relief characteristics under the master repurchase agreement.

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~~Note 9—Derivative Financial Instruments~~

The Company is exposed to fair value risk relative to its mortgage loans held for sale as well as to its IRLCs and MSRs. The Company bears fair value risk from the time an IRLC is made to PMT or a loan applicant to the time the mortgage loan is sold. The Company is exposed to loss in fair value of its IRLCs and mortgage loans held for sale when market mortgage interest rates increase. The Company is exposed to loss in fair value of its MSRs when market mortgage interest rates decrease.

~~The Company~~also engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by changes in market interest rates. To manage this fair value risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of reducing the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s IRLCs, inventory of mortgage loans held for sale and ~~MSRs.~~the portion of its MSRs not financed with ESS.

The Company does not use derivative financial instruments for purposes other than in support of its risk management activities other than IRLCs, which are generated in the process of purchasing or originating mortgage loans held for sale. The Company records all derivative financial instruments at fair value and records changes in fair value in current period income.

Derivative Notional Amounts and Fair Value of Derivatives

The Company had the following derivative financial instruments recorded on its consolidated balance sheets:


	September 30, 2016					December 31, 2015					September 30, 2017					December 31, 2016
		Fair value					Fair value					Fair value					Fair value
	Notional	Derivative		Derivative		Notional	Derivative		Derivative		Notional	Derivative		Derivative		Notional	Derivative		Derivative
Instrument	amount	assets		liabilities		amount	assets		liabilities		amount	assets		liabilities		amount	assets		liabilities
	(in thousands)										(in thousands)

Derivatives not designated as hedging instruments:
Not subject to master netting arrangements:
Interest rate lock commitments	4,674,721	$	107,127	$	1,609	3,487,366	$	45,885	$	2,112	3,759,403	$	57,304	$	2,920	4,279,611	$	65,848	$	6,457
Repurchase agreement derivatives											—		469		—	—		—		—
Used for hedging purposes:
Forward purchase contracts	17,116,174		54,574		2,584	5,254,293		4,181		9,004	7,300,518		404		26,678	12,746,191		77,905		16,914
Forward sales contracts	17,768,293		3,588		45,085	6,230,811		4,965		7,497	7,584,893		9,961		1,310	16,577,942		28,324		85,035
MBS put options	5,500,000		6,019		—	1,275,000		404		—	5,650,000		11,423		5,026	1,175,000		3,934		—
MBS call options											650,000		171		—	1,600,000		217		—
Put options on interest rate futures purchase contracts	3,525,000		6,707		1,500	1,650,000		1,832		203	1,025,000		7,867		—	1,125,000		3,109		—
Call options on interest rate futures purchase contracts	300,000		4,430		398	600,000		1,555		47	125,000		918		—	900,000		203		—
Treasury futures purchase contracts	325,000		—		—	—		—		—
Call options on interest rate futures sale contracts											125,000		—		586	—		—		—
Interest rate swap futures purchase contracts											1,400,000		—		—	200,000		—		—
Total derivatives before netting			182,445		51,176			58,822		18,863			88,517		36,520			179,540		108,406
Netting			(46,668)		(46,750)			(8,542)		(9,780)			(11,808)		(25,046)			(96,635)		(86,044)
		$	135,777	$	4,426		$	50,280	$	9,083		$	76,709	$	11,474		$	82,905	$	22,362
Deposits received from derivative counterparties, net		$	(82)				$	(1,238)
Deposits placed with derivative counterparties												$	13,238				$	10,591

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The following table summarizes the notional value activity for derivative contracts used in the Company’s hedging activities:


	Quarter ended September 30, 2017
	Balance			Balance
	beginning of		Dispositions/	end of
Instrument	period	Additions	expirations	period
	(in thousands)
Forward purchase contracts	7,819,706	47,723,376	(48,242,564)	7,300,518
Forward sale contracts	7,641,979	61,239,459	(61,296,545)	7,584,893
MBS put options	6,075,000	6,825,000	(7,250,000)	5,650,000
MBS call options	—	7,900,000	(7,250,000)	650,000
Put options on interest rate futures purchase contracts	1,250,000	2,950,000	(3,175,000)	1,025,000
Call options on interest rate futures purchase contracts	200,000	125,000	(200,000)	125,000
Put options on interest rate futures sale contracts	200,000	2,975,000	(3,175,000)	—
Call options on interest rate futures sale contracts	—	325,000	(200,000)	125,000
Treasury futures purchase contracts	—	46,500	(46,500)	—
Treasury futures sale contracts	—	46,500	(46,500)	—
Interest rate swap futures purchase contracts	325,000	1,075,000	—	1,400,000


	Quarter ended September 30, 2016
	Balance			Balance
	beginning of		Dispositions/	end of
Instrument	period	Additions	expirations	period
	(in thousands)
Forward purchase contracts	13,510,863	63,091,757	(59,486,446)	17,116,174
Forward sale contracts	13,614,196	77,956,736	(73,802,639)	17,768,293
MBS put options	3,550,000	6,150,000	(4,200,000)	5,500,000
Put options on interest rate futures purchase contracts	1,000,000	4,025,000	(1,500,000)	3,525,000
Call options on interest rate futures purchase contracts	452,100	900,000	(1,052,100)	300,000
Treasury futures purchase contracts	—	493,700	(168,700)	325,000
Treasury futures sale contracts	—	168,700	(168,700)	—


	Quarter ended September 30, 2015				Nine months ended September 30, 2017
	Balance			Balance	Balance			Balance
	beginning of		Dispositions/	end of	beginning of		Dispositions/	end of
Instrument	period	Additions	expirations	period	period	Additions	expirations	period
	(in thousands)
					(in thousands)
Forward purchase contracts	6,202,418	33,050,370	(33,189,047)	6,063,741	12,746,191	136,663,951	(142,109,624)	7,300,518
Forward sale contracts	9,789,564	42,709,764	(45,383,082)	7,116,246	16,577,942	169,173,906	(178,166,955)	7,584,893
MBS put options	327,500	1,260,000	(677,500)	910,000	1,175,000	19,675,000	(15,200,000)	5,650,000
MBS call options	160,000	—	(160,000)	—	1,600,000	12,100,000	(13,050,000)	650,000
Put options on interest rate futures purchase contracts	2,019,500	3,365,000	(2,009,500)	3,375,000	1,125,000	7,410,000	(7,510,000)	1,025,000
Call options on interest rate futures purchase contracts	1,025,000	2,140,000	(1,990,000)	1,175,000	900,000	1,614,300	(2,389,300)	125,000
Put options on interest rate futures sale contracts					—	7,510,000	(7,510,000)	—
Call options on interest rate futures sale contracts					—	2,514,300	(2,389,300)	125,000
Treasury futures purchase contracts					—	212,600	(212,600)	—
Treasury futures sale contracts					—	212,600	(212,600)	—
Interest rate swap futures purchase contracts					200,000	1,600,000	(400,000)	1,400,000
Interest rate swap futures sales contracts					—	400,000	(400,000)	—

Table of Contents


	Nine months ended September 30, 2016
	Balance			Balance
	beginning of		Dispositions/	end of
Instrument	period	Additions	expirations	period
	(in thousands)
Forward purchase contracts	5,254,293	140,774,477	(128,912,596)	17,116,174
Forward sale contracts	6,230,811	173,875,141	(162,337,659)	17,768,293
MBS put options	1,275,000	15,600,000	(11,375,000)	5,500,000
Put options on interest rate futures purchase contracts	1,650,000	8,700,000	(6,825,000)	3,525,000
Call options on interest rate futures purchase contracts	600,000	4,537,500	(4,837,500)	300,000
Treasury futures purchase contracts	—	493,700	(168,700)	325,000
Treasury futures sale contracts	—	168,700	(168,700)	—

Derivative Balances and Netting of Financial Instruments

The Company has elected to present net derivative asset and liability positions, and cash collateral obtained from (or posted to) its counterparties when subject to a master netting arrangement that is legally enforceable on all counterparties in the event of default. The derivatives that are not subject to a master netting arrangement are IRLCs and repurchase agreement derivatives.

Offsetting of Derivative Assets

Following are summaries of derivative assets and related netting amounts.


	Nine months ended September 30, 2015				September 30, 2017						December 31, 2016
	Balance			Balance	Gross		Gross amount		Net amount		Gross		Gross amount		Net amount
	beginning of		Dispositions/	end of	amount of		offset in the		of assets in the		amount of		offset in the		of assets in the
Instrument	period	Additions	expirations	period
	(in thousands)				recognized		consolidated		consolidated		recognized		consolidated		consolidated
					assets		balance sheet		balance sheet		assets		balance sheet		balance sheet
					(in thousands)
Derivatives not subject to master netting arrangements:
Interest rate lock commitments					$	57,304	$	—	$	57,304	$	65,848	$	—	$	65,848
Repurchase agreement derivatives						469		—		469		—		—		—
						57,773		—		57,773		65,848		—		65,848
Derivatives subject to master netting arrangements:
Forward purchase contracts	2,634,218	78,426,073	(74,996,550)	6,063,741		404		—		404		77,905		—		77,905
Forward sale contracts	3,901,851	107,084,874	(103,870,479)	7,116,246		9,961		—		9,961		28,324		—		28,324
MBS put options	340,000	2,502,500	(1,932,500)	910,000		11,423		—		11,423		3,934		—		3,934
MBS call options	—	160,000	(160,000)	—		171		—		171		217		—		217
Put options on interest rate futures purchase contracts	755,000	7,190,000	(4,570,000)	3,375,000		7,867		—		7,867		3,109		—		3,109
Call options on interest rate futures purchase contracts	630,000	5,055,000	(4,510,000)	1,175,000		918		—		918		203		—		203
Put options on interest rate futures sale contracts	50,000	50,000	(100,000)	—
Call options on interest rate futures sales contracts	—	35,100	(35,100)	—
Netting						—		(11,808)		(11,808)		—		(96,635)		(96,635)
						30,744		(11,808)		18,936		113,692		(96,635)		17,057
					$	88,517	$	(11,808)	$	76,709	$	179,540	$	(96,635)	$	82,905

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Derivative Assets, Financial Instruments, and Cash Collateral Held by Counterparty


	September 30, 2017								December 31, 2016
			Gross amount not								Gross amount not
			offset in the								offset in the
			consolidated								consolidated
			balance sheet								balance sheet
	Net amount								Net amount
	of assets in the				Cash				of assets in the				Cash
	consolidated		Financial		collateral		Net		consolidated		Financial		collateral		Net
	balance sheet		instruments		received		amount		balance sheet		instruments		received		amount
	(in thousands)
IRLCs	$	57,304	$	—	$	—	$	57,304	$	65,848	$	—	$	—	$	65,848
Repurchase agreement derivatives		469		—		—		469		—		—		—		—
RJ O'Brien		8,199		—		—		8,199		2,750		—		—		2,750
Barclays Capital		4,388		—		—		4,388		12,002		—		—		12,002
Citibank, N.A.		3,275		—		—		3,275		—		—		—		—
JPMorgan Chase Bank, N.A.		2,508		—		—		2,508		99		—		—		99
Others		566		—		—		566		2,206		—		—		2,206
	$	76,709	$	—	$	—	$	76,709	$	82,905	$	—	$	—	$	82,905

Offsetting of Derivative Liabilities and Financial Liabilities

Following is a summary of net derivative liabilities and assets sold under agreements to repurchase and related netting amounts. Assets sold under agreements to repurchase do not qualify for netting.


	September 30, 2017						December 31, 2016
					Net						Net
					amount						amount
	Gross		Gross amount		of liabilities		Gross		Gross amount		of liabilities
	amount of		offset in the		in the		amount of		offset in the		in the
	recognized		consolidated		consolidated		recognized		consolidated		consolidated
	liabilities		balance sheet		balance sheet		liabilities		balance sheet		balance sheet
	(in thousands)
Derivatives not subject to master netting arrangements – IRLCs	$	2,920	$	—	$	2,920	$	6,457	$	—	$	6,457
Derivatives subject to a master netting arrangement:
Forward purchase contracts		26,678		—		26,678		16,914		—		16,914
Forward sale contracts		1,310		—		1,310		85,035		—		85,035
MBS put options		5,026		—		5,026		—		—		—
Call options on interest rate futures sale contracts		586		—		586		—		—		—
Netting		—		(25,046)		(25,046)		—		(86,044)		(86,044)
		33,600		(25,046)		8,554		101,949		(86,044)		15,905
Total derivatives		36,520		(25,046)		11,474		108,406		(86,044)		22,362
Mortgage loans sold under agreements to repurchase:
Amount outstanding		2,096,965		—		2,096,965		1,736,922		—		1,736,922
Unamortized debt issuance costs and premiums		(473)		—		(473)		(1,808)		—		(1,808)
		2,096,492		—		2,096,492		1,735,114		—		1,735,114
	$	2,133,012	$	(25,046)	$	2,107,966	$	1,843,520	$	(86,044)	$	1,757,476

Table of Contents

Derivative Liabilities, Financial Instruments, and Collateral Held by Counterparty


	September 30, 2017								December 31, 2016
			Gross amounts								Gross amounts
			not offset in the								not offset in the
	Net amount		consolidated						Net amount		consolidated
	of liabilities		balance sheet						of liabilities		balance sheet
	in the				Cash				in the				Cash
	consolidated		Financial		collateral		Net		consolidated		Financial		collateral		Net
	balance sheet		instruments		pledged		amount		balance sheet		instruments		pledged		amount
	(in thousands)
IRLCs	$	2,920	$	—	$	—	$	2,920	$	6,457	$	—	$	—	$	6,457
Credit Suisse First Boston Mortgage Capital LLC		901,424		(901,424)		—		—		961,533		(960,988)		—		545
Bank of America, N.A.		495,640		(491,083)		—		4,557		349,638		(342,769)		—		6,869
Deutsche Bank		204,079		(204,079)		—		—		—		—		—		—
JPMorgan Chase Bank, N.A.		183,216		(183,216)		—		—		135,322		(135,322)		—		—
Morgan Stanley Bank, N.A.		105,235		(105,235)		—		—		189,756		(188,851)		—		905
Citibank, N.A.		99,413		(99,413)		—		—		81,555		(80,525)		—		1,030
Barclays Capital		26,149		(26,149)		—		—		28,467		(28,467)		—		—
Royal Bank of Canada		86,834		(86,366)		—		468		2,937		—		—		2,937
Federal National Mortgage Association		2,197		—		—		2,197		1,033		—		—		1,033
BNP Paribas		—		—		—		—		1,151		—		—		1,151
Others		1,332		—		—		1,332		1,435		—		—		1,435
	$	2,108,439	$	(2,096,965)	$	—	$	11,474	$	1,759,284	$	(1,736,922)	$	—	$	22,362

Following are the gains and (losses) recognized by the Company on derivative financial instruments and the income statement line items where such gains and losses are included:


		Quarter ended September 30,				Nine months ended September 30,					Quarter ended September 30,				Nine months ended September 30,
Hedged item	Income statement line	2016		2015		2016		2015		Income statement line	2017		2016		2017		2016
		(in thousands)									(in thousands)

Interest rate lock commitments and mortgage loans held for sale	Net gains on mortgage loans held for sale	$	(27,546)	$	(63,954)	$	(145,665)	$	(44,713)	Net gains on mortgage loans held for sale	$	(26,981)	$	(27,546)	$	(27,191)	$	(145,665)
Mortgage servicing rights	Net mortgage loan servicing fees	$	19,026	$	30,455	$	142,694	$	19,259	Net mortgage loan servicing fees–Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities	$	7,174	$	19,026	$	(17,018)	$	142,694

~~Note 10—Mortgage Servicing Rights~~

~~Carried at Fair Value~~

~~The activity in MSRs carried at fair value is as follows:~~

Quarter ended September 30,

Nine months ended September 30,

2016

2015

2016

2015

(in thousands)

Balance at beginning of period

$
526,294

$
581,269

$
660,247

$
325,383

Additions:

Purchases

12

109,131

23

379,264

Mortgage servicing rights resulting from mortgage loan sales

3,913

6,989

13,201

13,107

3,925

116,120

13,224

392,371

Change in fair value due to:

Changes in valuation inputs used in valuation model (1)

(17,573)

(5,651)

(118,304)

2,942

Other changes in fair value (2)

(20,618)

(22,071)

(63,139)

(51,029)

Total change in fair value

(38,191)

(27,722)

(181,443)

(48,087)

Balance at end of period

$
492,028

$
669,667

$
492,028

$
669,667

September 30,

December 31,

2016

2015

Fair value of mortgage servicing rights pledged to secure:

Assets sold under agreements to repurchase

$
391,563

$
37,705

Note payable

99,805

20,881

$
491,368

$
58,586

~~(1)~~

~~Principally reflects changes in discount rates and prepayment speed inputs, primarily due to changes in market interest rates.~~

~~(2)~~

~~Represents changes due to realization of cash flows.~~

3943

Table of Contents

~~Carried at Lower of Amortized Cost or Fair Value~~

~~The activity in MSRs carried at the lower of amortized cost or fair value is summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015


2016

2015



(in thousands)

Amortized cost:







Balance at beginning of period

$
961,591

$
581,558

$
798,925

$
415,245

Mortgage servicing rights resulting from mortgage loan sales

146,448

154,707

370,414

347,549

Amortization

(40,230)

(19,522)

(101,530)

(46,051)

Application of valuation allowance to write down mortgage servicing rights with other-than-temporary-impairment

(12,777)

—

(12,777)

—

Balance at end of period

1,055,032

716,743

1,055,032

716,743

Valuation allowance:

Balance at beginning of period

(196,957)

(27,317)

(47,237)

(9,800)

Additions

(25,206)

(51,701)

(174,926)

(69,218)

Application of valuation allowance to write down mortgage servicing rights with other-than-temporary-impairment

12,777

—

12,777

—

Balance at end of period

(209,386)

(79,018)

(209,386)

(79,018)

Mortgage servicing rights, net

$
845,646

$
637,725

$
845,646

$
637,725

Fair value of mortgage servicing rights at beginning of period

$
764,634

$
569,969

$
766,345

$
416,802

Fair value of mortgage servicing rights at end of period

$
845,646

$
647,942

September 30,

December 31,

2016

2015

Fair value of mortgage servicing rights pledged to secure:

Assets sold under agreements to repurchase

$
818,321

$
744,974

Note payable

23,389

—

$
841,710

$
744,974

The following table summarizes the Company’s estimate of future amortization of its existing MSRs. This estimate was developed with the inputs applicable to the September 30, 2016 valuation of MSRs. The inputs underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time.

Estimated MSR

Twelve month period ending September 30,

amortization

(in thousands)

2017

$
149,968

2018

126,485

2019

108,364

2020

93,669

2021

81,397

Thereafter

495,149

$
1,055,032

~~Table of Contents~~

~~Servicing fees relating to MSRs are recorded in~~ ~~Net mortgage loan servicing fees—Loan servicing fees—From non-affiliates~~ ~~on the consolidated statements of income; late charges and other ancillary fees relating to MSRs are recorded in~~ ~~Net servicing fees—Loan servicing fees—Ancillary and other fees~~ ~~on the Company’s consolidated statements of income. The fees are summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Contractual servicing fees

$
98,865

$
83,424

$
282,962

$
200,392

Ancillary and other fees:







Late charges

4,798

1,420

14,164

4,538

Other

1,316

478

3,393

1,880

$
104,979

$
85,322

$
300,519

$
206,810

~~Mortgage Servicing Liabilities Carried at Fair Value~~

~~The activity in mortgage servicing liabilities carried at fair value is summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015


(in thousands)

Balance at beginning of period

$
4,681

$
11,791

$
1,399

$
6,306

Mortgage servicing liabilities assumed

5,736

—

5,736

—

Mortgage servicing liabilities resulting from mortgage loan sales

6,401

8,358

11,810

20,442

Change in fair value

(3,773)

(9,425)

(5,900)

(16,024)

Balance at end of period

$
13,045

$
10,724

$
13,045

$
10,724

Note ~~11—~~9—Carried Interest Due from Investment Funds

The activity in the Company’s Carried Interest due from Investment Funds is summarized as follows:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Balance at beginning of period	$	70,763	$	68,713	$	69,926	$	67,298	$	71,019	$	70,763	$	70,906	$	69,926
Carried Interest recognized during the period		107		1,483		944		2,898		(1,158)		107		(1,045)		944
Proceeds received during the period		—		—		—		—
Cash received during the period										(61,314)		—		(61,314)		—
Balance at end of period	$	70,870	$	70,196	$	70,870	$	70,196	$	8,547	$	70,870	$	8,547	$	70,870

The amount of the Carried Interest that will be received by the Company depends on the Investment Funds’ future performance. As a result, the amount of Carried Interest recorded by the Company is based on the cash flows that would be produced assuming termination of the Investment Funds at period end and may be reduced in future periods based on the performance of the Investment Funds in those periods. However, the Company is not required to pay guaranteed returns to the Investment Funds and the amount of any reduction to Carried Interest will be limited to the amounts previously recognized.

~~Management expects the Carried Interest to be collected by the Company when~~On August 9, 2017, the Investment Funds ~~liquidate.~~completed the sale of substantially all of their remaining assets. The ~~limited liability company~~Company collected a substantial portion of its Carried Interest during the quarter ended September 30, 2017 and ~~limited partnership agreements~~expects to collect the remaining balance, adjusted for intervening income or losses through the date of liquidation of the Investment Funds specify that the funds will continue in existence through December 31, 2016, subject to three one-year extensions by PCM at its discretion. PCM has elected to extend the relevant agreements of the Investment Funds for the first of such three one-year extensions.Funds.

Note 10—Mortgage Servicing Rights and Mortgage Servicing Liabilities

Carried at Fair Value

The activity in MSRs carried at fair value is as follows:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Balance at beginning of period	$	678,441	$	526,294	$	515,925	$	660,247
Additions:
Purchases		41		12		183,830		23
Mortgage servicing rights resulting from mortgage loan sales		5,773		3,913		19,702		13,201
		5,814		3,925		203,532		13,224

Change in fair value due to:
Changes in valuation inputs used in valuation model (1)		(4,857)		(17,573)		(4,453)		(118,304)
Other changes in fair value (2)		(23,414)		(20,618)		(59,020)		(63,139)
Total change in fair value		(28,271)		(38,191)		(63,473)		(181,443)
Balance at end of period	$	655,984	$	492,028	$	655,984	$	492,028

	September 30,		December 31,
	2017		2016
	(in thousands)
Fair value of mortgage servicing rights pledged to secure Assets sold under agreements to repurchase and Notes payable	$	647,301	$	509,847

4144

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(1)

Principally reflects changes in discount rate and prepayment speed inputs, primarily due to changes in market interest rates, and changes in expected borrower performance and servicer losses given default.

(2)

Represents changes due to realization of cash flows.

Carried at Lower of Amortized Cost or Fair Value

The activity in MSRs carried at the lower of amortized cost or fair value is summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Amortized cost:
Balance at beginning of period	$	1,384,741	$	961,591	$	1,206,694	$	798,925
Mortgage servicing rights resulting from mortgage loan sales		153,061		146,448		412,206		370,414
Amortization		(48,448)		(40,230)		(129,546)		(101,530)
Application of valuation allowance to write down mortgage servicing rights with other-than-temporary-impairment		—		(12,777)		—		(12,777)
Balance at end of period		1,489,354		1,055,032		1,489,354		1,055,032

Valuation allowance:
Balance at beginning of period		(111,583)		(196,957)		(94,947)		(47,237)
Additions		(17,270)		(25,206)		(33,906)		(174,926)
Application of valuation allowance to write down mortgage servicing rights with other-than-temporary-impairment		—		12,777		—		12,777
Balance at end of period		(128,853)		(209,386)		(128,853)		(209,386)
Mortgage servicing rights, net at end of period	$	1,360,501	$	845,646	$	1,360,501	$	845,646

Fair value of mortgage servicing rights at beginning of period	$	1,273,364	$	764,634	$	1,112,302	$	766,345
Fair value of mortgage servicing rights at end of period	$	1,360,578	$	845,646

	September 30,		December 31,
	2017		2016
	(in thousands)
Fair value of mortgage servicing rights pledged to secure assets sold under agreements to repurchase and note payable	$	1,347,575	$	1,107,824

Table of Contents

The following table summarizes the Company’s estimate of future amortization of its existing MSRs. This estimate was developed with the inputs applicable to the September 30, 2017 valuation of MSRs. The inputs underlying the following estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization levels to change over time.


	Estimated MSR
Twelve month period ending September 30,	amortization
	(in thousands)
2018	$	178,253
2019		159,165
2020		142,554
2021		127,245
2022		113,872
Thereafter		768,265
	$	1,489,354

Mortgage Servicing Liabilities Carried at Fair Value

The activity in MSLs carried at fair value is summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Balance at beginning of period	$	18,295	$	4,681	$	15,192	$	1,399
Mortgage servicing liabilities resulting from mortgage loan sales		4,071		6,401		11,940		11,810
Mortgage servicing liabilities assumed		—		5,736		—		5,736
Changes in fair value due to:
Changes in valuation inputs used in valuation model (1)		(176)		438		7,819		4,365
Other changes in fair value (2)		(6,114)		(4,211)		(18,875)		(10,265)
Total change in fair value		(6,290)		(3,773)		(11,056)		(5,900)
Balance at end of period	$	16,076	$	13,045	$	16,076	$	13,045

(1)

Principally reflects changes in expected borrower performance and servicer losses given default.

(2)

Represents changes due to realization of cash flows.

Servicing fees relating to MSRs and MSLs are recorded in Net mortgage loan servicing fees—Mortgage loan servicing fees—From non-affiliates on the consolidated statements of income; late charges and other ancillary fees relating to MSRs and MSLs are recorded in Net mortgage loan servicing fees—Mortgage loan servicing fees—Ancillary and other fees on the Company’s consolidated statements of income. Such amounts are summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Contractual servicing fees	$	126,416	$	98,865	$	345,231	$	282,962
Ancillary and other fees:
Late charges		6,326		4,932		18,915		14,461
Other		1,270		1,330		3,296		3,430
	$	134,012	$	105,127	$	367,442	$	300,853

Note ~~12—~~11—Borrowings

The borrowing facilities described throughout this Note 1211 contain various covenants, including financial covenants governing the Company’s net worth, debt-to-equity ratio, profitability and liquidity. Management believes that the Company was in compliance with these covenants as of September 30, ~~2016.~~2017.

Table of Contents

Assets Sold Under Agreement to Repurchase

The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by mortgage loans held for sale at fair value or participation certificates backed by MSRs. Eligible mortgage loans and participation certificates backed by MSRs and servicing advances are sold at advance rates based on the fair value of the assets sold. Interest is charged at a rate based on the buyer’s overnight cost of funds rate or on LIBOR depending on the terms of the respective ~~agreement.~~agreements. Mortgage loans and MSRs financed under these agreements may be re-pledged by the lenders.

~~Following is a summary of financial information relating to assets~~Assets sold under agreements to ~~repurchase:~~repurchase are summarized below:


	Quarter ended September 30,						Nine months ended September 30,						Quarter ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(dollars in thousands)												(dollars in thousands)
Average balance of assets sold under agreements to repurchase	$	1,515,632		$	975,724		$	1,303,313		$	805,517		$	1,960,332		$	1,515,632		$	1,854,786		$	1,303,313
Weighted average interest rate (1)		2.87	%		1.84	%		2.87	%		1.82	%		3.23	%		2.87	%		3.15	%		2.87	%
Total interest expense	$	12,951		$	5,661		$	33,863		$	14,159		$	19,203		$	12,951		$	52,249		$	33,863
Maximum daily amount outstanding	$	2,550,035		$	1,496,306		$	2,550,035		$	1,496,306		$	2,564,756		$	2,550,035		$	2,581,199		$	2,550,035


		September 30,			December 31,
	2016			2015				September 30,			December 31,
	(dollars in thousands)						2017			2016
							(dollars in thousands)
Carrying value:
Unpaid principal balance	$	2,491,762		$	1,167,405		$	2,096,965		$	1,736,922
Unamortized debt issuance costs		(396)			(674)
	$	2,491,366		$	1,166,731
Unused amount (2)	$	350,238		$	40,178
Fair value of assets securing repurchase agreements
Mortgage loans held for sale	$	2,278,952		$	833,748
Mortgage servicing rights		1,209,884			782,679
Unamortized debt issuance costs and premiums								(473)			(1,808)
	$	3,488,836		$	1,616,427		$	2,096,492		$	1,735,114
Weighted average interest rate		2.63	%		2.50	%		2.93	%		3.02	%
Available borrowing capacity (2):
Committed							$	245,352		$	347,487
Uncommitted								2,612,683			857,591
							$	2,858,035		$	1,205,078
Fair value of assets securing repurchase agreements:
Mortgage loans held for sale							$	2,352,842		$	1,422,255
Servicing advances							$	65,074		$	81,306
Mortgage servicing rights							$	366,164		$	1,479,322
Assets purchased from PennyMac Mortgage Investment Trust under agreements to resell							$	148,072		$	150,000
Margin deposits placed with counterparties (3)	$	3,000		$	2,500		$	5,250		$	3,000

(1)

Excludes the effect of amortization of commitment fees totaling ~~$1.8~~$3.0 million and ~~$1.1~~$1.8 million for the quarters ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$5.4~~$7.9 million and ~~$3.1~~$5.4 million for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

(2)

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

(3)

Margin deposits are included in Other assets on the Company’s consolidated balance sheet.

4247

Table of Contents

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


~~Remaining maturity at September 30, 2016~~	~~Balance~~
	~~(dollars in thousands)~~

~~Within 30 days~~	$	~~161,828~~
~~Over 30 to 90 days~~		~~2,325,774~~
~~Over 90 days~~		~~4,160~~
		~~2,491,762~~
~~Unamortized debt issuance costs~~		~~(396)~~
~~Total loans sold under agreements to repurchase~~	$	~~2,491,366~~
~~Weighted average maturity (in months)~~		~~1.7~~


Remaining maturity at September 30, 2017	Balance
	(dollars in thousands)
Within 30 days	$	442,558
Over 30 to 90 days		1,554,407
Over 180 days to one year		100,000
Total loans sold under agreements to repurchase	$	2,096,965
Weighted average maturity (in months)		2.2

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) relating to the Company’s ~~mortgage loans held for sale~~assets sold under agreements to repurchase is summarized by counterparty below as of September 30, ~~2016:~~2017:


			~~Weighted average~~
			~~maturity of advances~~
			~~under repurchase~~
~~Counterparty~~	~~Amount at risk~~		~~agreement~~	~~Facility maturity~~
	~~(in thousands)~~
~~Credit Suisse First Boston Mortgage Capital LLC~~	$	~~820,256~~	~~December 26, 2016~~	~~December 26, 2016~~
~~Credit Suisse First Boston Mortgage Capital LLC~~	$	~~70,451~~	~~December 7, 2016~~	~~March 30, 2017~~
~~Banc of America, N.A.~~	$	~~47,433~~	~~December 18, 2016~~	~~March 29, 2017~~
~~JP Morgan Chase Bank, N.A.~~	$	~~11,800~~	~~December 24, 2016~~	~~August 18, 2017~~
~~Morgan Stanley Bank, N.A.~~	$	~~20,279~~	~~November 18, 2016~~	~~August 25, 2017~~
~~Citibank, N.A.~~	$	~~27,027~~	~~November 6, 2016~~	~~December 2, 2016~~
~~Barclays Bank PLC~~	$	~~76,502~~	~~December 2, 2016~~	~~December 2, 2016~~


			Weighted average
			maturity of advances
			under repurchase
Counterparty	Amount at risk		agreement	Facility maturity
	(in thousands)
Credit Suisse First Boston Mortgage Capital LLC	$	331,238	April 27, 2018	April 27, 2018
Credit Suisse First Boston Mortgage Capital LLC	$	141,057	November 10, 2017	April 27, 2018
Bank of America, N.A.	$	105,122	December 21, 2017	May 25, 2018
JP Morgan Chase Bank, N.A.	$	70,425	October 13, 2017	October 13, 2017
Deutsche Bank AG	$	16,532	December 23, 2017	March 31, 2018
Morgan Stanley Bank, N.A.	$	8,109	November 15, 2017	August 24, 2018
Royal Bank of Canada	$	6,970	December 14, 2017	December 29, 2017
Citibank, N.A.	$	6,523	October 30, 2017	March 2, 2018
Barclays Bank PLC	$	2,533	December 1, 2017	December 1, 2017

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

Mortgage Loan Participation Purchase and Sale Agreements

Certain of the borrowing facilities secured by mortgage loans held for sale are in the form of a mortgage loan participation purchase and sale agreements. Participation certificates, each of which represents an undivided beneficial ownership interest in mortgage loans that have been pooled with Fannie Mae, Freddie Mac or Ginnie Mae, are sold to the lender pending the securitization of the mortgage loans and sale of the resulting securities. A commitment to sell the securities resulting from the pending securitization between the Company and a non-affiliate is also assigned to the lender at the time a participation certificate is sold.

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

~~The mortgage loan participation and sale agreements are summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(dollars in thousands)

Average balance

$
365,112

$
200,510

$
241,131

$
163,365

Weighted average interest rate (1)

1.75
%

1.44
%

1.72
%

1.43
%
Total interest expense

$
1,887

$
814

$
3,585

$
2,053

Maximum daily amount outstanding

$
793,395

$
250,325

$
793,395

$
250,325

4348

Table of Contents

The mortgage loan participation purchase and sale agreements are summarized below:

September 30,

December 31,


2016

2015

(dollars in thousands)

Carrying value:

Unpaid principal balance

$
782,942

$
234,898

Unamortized debt issuance costs

(29)

(26)

$
782,913

$
234,872

Weighted average interest rate

1.77
%

1.45
%
Fair value of mortgage loans pledged to secure mortgage loan participation and sale agreement

$
815,665

$
245,741


	Quarter ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
	(dollars in thousands)
Average balance	$	213,486		$	365,112		$	200,119		$	241,131
Weighted average interest rate (1)		2.48	%		1.75	%		2.25	%		1.72	%
Total interest expense	$	1,484		$	1,887		$	3,780		$	3,585
Maximum daily amount outstanding	$	532,266		$	793,395		$	532,266		$	793,395

(1)

Excludes the effect of amortization of facility fees totaling ~~$250,000~~$134,000 and ~~$74,000~~$250,000 for the quarters ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$435,000~~$365,000 and ~~$276,000~~$435,000 for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.


	September 30,			December 31,
	2017			2016
	(dollars in thousands)
Carrying value:
Unpaid principal balance	$	532,266		$	671,562
Unamortized debt issuance costs		(490)			(136)
	$	531,776		$	671,426
Weighted average interest rate		2.49	%		2.02	%
Fair value of mortgage loans pledged to secure mortgage loan participation and sale agreements	$	554,579		$	702,919

Notes Payable

On February 16, 2017, the Company, through the Issuer Trust, issued an aggregate principal amount of $400 million in Term Notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The Term Notes bear interest at a rate equal to one-month LIBOR plus 4.75% per annum. The Term Notes will mature on February 25, 2020 or, if extended pursuant to the terms of the related indenture supplement, February 25, 2021 (unless earlier redeemed in accordance with the terms of the Term Notes).

On August 10, 2017, the Company, through the Issuer Trust, issued an aggregate principal amount of $500 million in Term Notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The Term Notes bear interest at a rate equal to one-month LIBOR plus 4.0% per annum. The Term Notes will mature on August 25, 2022 or, if extended pursuant to the terms of the related indenture supplement, August 25, 2023 (unless earlier redeemed in accordance with the terms of the Term Notes). The Term Notes rank pari passu with each other and with the VFN issued by Issuer Trust to PLS and are secured by certain participation certificates relating to Ginnie Mae MSRs and ESS that are financed pursuant to the GNMA MSR Facility.

The Company entered into a revolving credit agreement, ~~classified as a note payable,~~ dated as of December 30, 2015, pursuant to which the lenders agreed to make revolving loans in an amount not to exceed $100 million. On November 18, 2016, the credit agreement was amended and restated. Pursuant to the amended and restated credit agreement (“Credit Agreement”), the lenders have agreed to make revolving loans in an amount not to exceed $100,000,000. Interest on the note payable accrues at an annual rate of interest equal to, at the election of the Company, either LIBOR plus the applicable contract margin or an alternate base rate. The maturity date of the note payable is 364 days following the date of the revolving credit agreement.$150 million. The proceeds of the ~~note payable~~loans are to be used solely for working capital and general corporate purposes of the Company and its subsidiaries. Interest on the loans accrues at a per annum rate of interest equal to, at an election of the Company, either LIBOR plus the applicable margin or an alternate base rate (as defined in the Credit Agreement). During the existence of certain events of default, interest accrues at a higher rate. The maturity date of the loans is 364 days following the date of the Credit Agreement.

During December 2015, the Company entered into a ~~second~~ note payable which is secured by ~~MSRs relating to certain mortgage loans in the Company’s servicing portfolio.~~Fannie Mae and Freddie Mac MSRs. Interest is charged at a rate based on LIBOR plus the applicable contract margin.

Table of Contents

Notes payable are summarized below:

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015


(dollars in thousands)

Average balance

$
100,390

$
361,488

$
102,492

$
239,935

Weighted average interest rate (1)

4.55
%

3.07
%

4.50
%

3.03
%
Total interest expense

$
2,129

$
3,760

$
6,018

$
7,858

Maximum daily amount outstanding

$
115,006

$
407,000

$
128,849

$
407,000

September 30,

December 31,


2016

2015

(in thousands)

Carrying value:

Unpaid principal balance

$
111,014

$
62,677

Unamortized debt issuance costs

(395)

(1,541)

$
110,619

$
61,136

Unused amount

$
88,986

$
57,328

Assets pledged to secure notes payable:

Mortgage servicing rights

$
123,194

$
20,881

Cash

$
84,851

$
93,757

Carried Interest

$
70,870

$
69,296


	Quarter ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
	(dollars in thousands)
Average balance	$	689,417		$	100,390		$	483,370		$	102,492
Weighted average interest rate (1)		5.85	%		4.55	%		5.87	%		4.50	%
Total interest expense	$	11,747		$	2,129		$	24,746		$	6,018
Maximum daily amount outstanding	$	890,879		$	115,006		$	891,011		$	128,849

(1)

Excluding the effect of amortization of debt issuance costs totaling $~~760,000~~ ~~and $2.1~~$1.2 million ~~during~~and $0.8 million for the ~~quarter~~quarters ended September 30, 2017 and 2016, respectively, and $3.2 million and $2.1 million for the nine months ended September 30, ~~2016.~~2017 and 2016, respectively.


	September 30,			December 31,
	2017			2016
	(dollars in thousands)
Carrying value:
Unpaid principal balance	$	900,004		$	151,935
Unamortized debt issuance costs		(9,120)			(993)
	$	890,884		$	150,942
Weighted average interest rate		5.57	%		4.67	%
Unused amount	$	280,000		$	98,065
Assets pledged to secure notes payable:
Cash	$	55,537		$	91,788
Carried Interest	$	8,547		$	70,906
Mortgage servicing rights	$	1,628,712		$	138,349

~~Table of Contents~~

Obligations under Capital Lease

In December 2015, the Company entered into a capital lease transaction secured by certain fixed assets and capitalized software. The capital lease matures on ~~December 9, 2019~~March 23, 2020 and bears interest at a spread over ~~one month~~one-month LIBOR.

Obligations under capital lease are summarized below:


	Quarter ended September 30,						Nine months ended September 30,						Quarter ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(dollars in thousands)												(dollars in thousands)
Average balance	$	21,975		$	—		$	17,451		$	—		$	25,507		$	21,975		$	25,573		$	17,451
Weighted average interest rate		2.46	%		—	%		2.45	%		—	%		3.25	%		2.46	%		3.01	%		2.45	%
Total interest expense	$	139		$	—		$	363		$	—		$	205		$	139		$	585		$	363
Maximum daily amount outstanding	$	23,263		$	—		$	24,720		$	—		$	26,641		$	23,263		$	30,044		$	24,720


	September 30,		December 31,		September 30,			December 31,
	2016		2015		2017			2016
	(in thousands)				(in thousands)
Unpaid principal balance	$	20,700	$	13,579	$	24,373		$	23,424
Weighted average interest rate						3.23	%		2.48	%
Assets pledged to secure obligations under capital lease:
Furniture, fixtures and equipment	$	22,281	$	14,034	$	25,700		$	25,134
Capitalized software	$	444	$	783	$	1,681		$	515

Excess Servicing Spread Financing

In conjunction with the Company’s purchase from non-affiliates of certain MSRs ~~relating to~~on pools of Agency-backed residential mortgage loans, the Company has entered into sale and assignment agreements with PMT. Under these agreements, the Company sold to PMT the right to receive ESS cash flows relating to certain MSRs. The Company

Table of Contents

retained ~~a fixed base servicing fee and~~ all ancillary income associated with servicing the mortgage ~~loans.~~loans and a fixed base servicing fee. The Company continues to be the servicer of the mortgage loans and ~~provides~~retains all servicing ~~functions,~~obligations, including ~~the~~ responsibility to make servicing advances. The agreements are accounted for as financings and are carried at fair value with changes in fair value recognized in current period income.

Following is a summary of ESS:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Balance at beginning of period	$	294,551	$	359,102	$	412,425	$	191,166	$	261,796	$	294,551	$	288,669	$	412,425
Issuances of excess servicing spread to PennyMac Mortgage Investment Trust:
For cash		—		84,165		—		271,452
Pursuant to a recapture agreement with PennyMac Mortgage Investment Trust		1,438		2,268		5,039		4,833
Issuances of excess servicing spread to PennyMac Mortgage Investment Trust										1,207		1,438		4,160		5,039
Accrual of interest		4,827		8,026		17,555		17,596		3,998		4,827		13,011		17,555
Repayment		(16,342)		(24,717)		(54,623)		(55,800)		(13,410)		(16,342)		(42,320)		(54,623)
Repurchase (1)		—		—		(59,045)		—
Settlement (1)										—		—		—		(59,045)
Change in fair value		(4,107)		(10,271)		(40,984)		(10,674)		(4,828)		(4,107)		(14,757)		(40,984)
Balance at end of period	$	280,367	$	418,573	$	280,367	$	418,573	$	248,763	$	280,367	$	248,763	$	280,367

(1)

On February 29, 2016, the Company and PMT terminated ~~that certain master spread acquisition and MSR servicing agreement that~~ the ~~parties entered into effective February 1, 2013 (the “2/~~2/1/13 Spread Acquisition ~~Agreement”)~~Agreement and all amendments thereto. In connection with the termination of the 2/1/13 Spread Acquisition Agreement, the Company reacquired from PMT all of its right, title and interest in and to all of the Fannie Mae ESS previously sold by the Company to PMT under the 2/1/13 Spread Acquisition Agreement and then subject to such 2/1/13 Spread Acquisition Agreement. On February 29, 2016, the Company also reacquired from PMT all of its right, title and interest in and to all of the Freddie Mac ESS previously sold to PMT by the Company.

~~Table of Contents~~

Note ~~13—~~12—Liability for Losses Under Representations and Warranties

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


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Balance at beginning of period	$	24,277	$	16,257	$	20,611	$	13,259	$	19,568	$	24,277	$	19,067	$	20,611
Provision for losses on mortgage loans sold:
Resulting from sales of mortgage loans		852		2,292		5,220		5,535		1,596		852		4,294		5,220
Reduction in liability due to change in estimate		(6,648)		—		(6,648)		—		(1,194)		(6,648)		(3,086)		(6,648)
Incurred losses		(8)		(71)		(710)		(316)		(297)		(8)		(602)		(710)
Balance at end of period	$	18,473	$	18,478	$	18,473	$	18,478	$	19,673	$	18,473	$	19,673	$	18,473
Unpaid principal balance of mortgage loans subject to representations and warranties at period end	$	80,050,420	$	54,259,297
Unpaid principal balance of mortgage loans subject to representations and warranties at end of period									$	114,531,205	$	80,050,420

Note ~~14—~~13—Income Taxes

The Company’s effective tax rates were ~~12.2%~~12.4% and ~~11.6%~~12.2% for the quarters ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~12.0%~~12.4% and ~~11.5%~~12.0% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The difference between the Company’s effective tax rate and the statutory rate is primarily due to the allocation of earnings to the noncontrolling interest unitholders. As the noncontrolling interest unitholders convert their ownership units into the Company’s ~~shares,~~Class A common stock, the portion of the Company’s income that will be subject to corporate federal and state statutory tax rates will increase, which will in turn increase the Company’s effective income tax rate.

The repurchase of Company shares under the Repurchase Program as described in Note ~~15—Noncontrolling Interest~~

~~Net income attributable~~15–Stockholders’ Equity has the opposite effect and results in a corresponding redemption of PennyMac units from the Company pursuant to the ~~Company’s common stockholders and the effects of changes in noncontrolling ownership interest in~~ PennyMac ~~are summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Net income attributable to PennyMac Financial Services, Inc. common stockholders

$
23,685

$
12,680

$
43,335

$
34,457

Increase in the Company's additional paid-in capital for exchanges of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.

$
1,398

$
487

$
4,038

$
2,919

Shares of Class A common stock of PennyMac Financial Services, Inc. issued pursuant to exchange of Class A units of Private National Mortgage Acceptance Company, LLC

73

44

166

177

September 30,

December 31,



2016


2015

Percentage of noncontrolling interest in Private National Mortgage Acceptance Company, LLC

70.7
%

71.1
%

Limited Liability Agreement.

4651

Table of Contents

Note ~~16—Net Gains on Mortgage Loans Held for Sale~~

~~Net gains on mortgage loans held for sale at fair value is summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

From non-affiliates:

Cash gain(loss) :

Mortgage loans

$
40,381

$
(33,957)

$
82,612

$
(70,171)

Hedging activities

(13,526)

(51,469)

(163,659)

(51,803)

26,855

(85,426)

(81,047)

(121,974)

Non-cash gain:

Mortgage servicing rights and mortgage servicing liabilities resulting from mortgage loan sales, net

143,960

153,338

371,805

340,214

Provision for losses relating to representations and warranties:

Pursuant to mortgage loan sales

(852)

(2,292)

(5,220)

(5,535)

Reduction in liability due to change in estimate

6,648

—

6,648

—

Change in fair value relating to mortgage loans and hedging derivatives held at period end:

Interest rate lock commitments

15,256

15,800

61,744

11,137

Mortgage loans

5,964

16,809

37,481

16,890

Hedging derivatives

(14,020)

(12,485)

17,994

7,090

183,811

85,744

409,405

247,822

Recapture payable to PennyMac Mortgage Investment Trust

(1,690)

(3,098)

(5,557)

(5,843)

$
182,121

$
82,646

$
403,848

$
241,979

~~Table of Contents~~

~~Note 17—Net Interest Expense~~

~~Net interest expense is summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Interest income:

From non-affiliates:

Short-term investments

$
1,756

$
94

$
2,212

$
428

Mortgage loans held for sale at fair value

14,835

12,518

38,578

32,657

Placement fees relating to custodial funds

4,144

1,152

10,204

2,263

20,735

13,764

50,994

35,348

From PennyMac Mortgage Investment Trust—Note receivable

1,974

1,289

5,798

1,822

22,709

15,053

56,792

37,170

Interest expense:

To non-affiliates:

Assets sold under agreements to repurchase

12,951

5,661

33,863

14,159

Mortgage loan participation and sale agreement

1,887

814

3,585

2,053

Notes payable

2,129

3,760

6,018

7,858

Obligations under capital lease

139

—

363

—

Interest shortfall on repayments of mortgage loans serviced for Agency securitizations

4,587

1,803

10,114

5,003

Interest on mortgage loan impound deposits

996

880

2,471

2,453

22,689

12,918

56,414

31,526

To PennyMac Mortgage Investment Trust—Excess servicing spread financing at fair value

4,827

8,026

17,555

17,596

27,516

20,944

73,969

49,122

$
(4,807)

$
(5,891)

$
(17,177)

$
(11,952)

~~Note 18—Stock-based Compensation~~

~~Following is a summary of the stock-based compensation expense by type of instrument awarded:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Performance-based RSUs

$
2,514

$
2,474

$
6,947

$
6,819

Stock options

1,073

1,396

3,576

4,392

Time-based RSUs

632

581

1,980

1,718

Exchangeable PNMAC units

14

55

57

175

$
4,233

$
4,506

$
12,560

$
13,104

~~Table of Contents~~

~~Following is a summary of equity award activity:~~

Quarter ended September 30, 2016


Performance-

Stock

Time-based

Exchangeable


based RSUs

options

RSUs

PNMAC units

(in thousands)

June 30, 2016

2,673

2,786

398

76,109

Granted

—

—

10

37

Vested

—

(6)

—

Exercised

—

(2)

—

—

Forfeited or canceled

(189)

(28)

(11)

—

September 30, 2016

2,484

2,756

391

76,146

Quarter ended September 30, 2015


Performance-

Stock

Time-based

Exchangeable

based RSUs

options

RSUs

PNMAC units

(in thousands)

June 30, 2015

2,381


1,869


276

76,015

Granted

—

—

—

9

Vested

—

—

—

Exercised

—

—

(4)

—

Forfeited or canceled

(19)

(11)

(4)

—

September 30, 2015

2,362

1,858

268

76,024

Nine months ended September 30, 2016


Performance-

Stock

Time-based

Exchangeable

based RSUs

options

RSUs

PNMAC units

(in thousands)

December 31, 2015

2,351


1,845


271

76,029

Granted

813

962

261

117

Vested

—

(121)

—

Exercised

—

(2)

—

—

Forfeited or canceled

(680)

(49)

(20)

—

September 30, 2016

2,484

2,756

391

76,146

Nine months ended September 30, 2015


Performance-

Stock

Time-based

Exchangeable

based RSUs

options

RSUs

PNMAC units

(in thousands)

December 31, 2014

1,257


1,167


202

75,936

Granted

1,143

715

150

88

Vested

—

(75)

—

Exercised

—

—

—

—

Forfeited or canceled

(38)

(24)

(9)

—

September 30, 2015

2,362

1,858

268

76,024

~~Table of Contents~~

~~Note 19—Supplemental Cash Flow Information~~

Nine months ended September 30,


2016

2015

(in thousands)

Cash paid for interest

$
70,897

$
47,867

Cash paid for income taxes

$
452

$
1,909

Non-cash investing activity:

Mortgage servicing rights resulting from mortgage loan sales

$
383,615

$
360,656

Mortgage servicing liabilities resulting from mortgage loan sales

$
11,810

$
20,442

Non-cash financing activity:

Transfer of excess servicing spread to PennyMac Mortgage Investment Trust pursuant to a recapture agreement

$
5,039

$
4,833

Issuance of common stock in settlement of director fees

$
230

$
223

~~Note 20—Regulatory Capital and Liquidity Requirements~~

The Company, through PLS and PennyMac, is required to maintain specified levels of liquidity and equity to remain a seller/servicer in good standing with the Agencies. Such requirements generally are tied to the size of the Company’s loan servicing portfolio or loan origination volume.

~~The Agencies’ capital and liquidity requirements, the calculations of which are specified by each Agency, are summarized below:~~

September 30, 2016

December 31, 2015

Agency–company subject to requirement

Balance (1)

Requirement

Balance (1)

Requirement

(in thousands)

Capital

Fannie Mae & Freddie Mac - PLS

$
1,166,706

$
317,441

$
835,157

$
283,655

Ginnie Mae - PLS

$
957,613

$
390,520

$
633,222

$
386,732

Ginnie Mae - PennyMac

$
1,135,605

$
429,572

$
894,731

$
425,405

HUD - PLS

$
957,613

$
2,500

$
633,222

$
2,500

Liquidity

Fannie Mae & Freddie Mac - PLS

$
132,969

$
43,055

$
145,431

$
38,936

Ginnie Mae - PLS

$
132,969

$
107,079

$
145,431

$
95,868

~~(1)~~

~~Calculated in accordance with the respective Agency’s capital and liquidity requirements.~~

Noncompliance with an Agency’s requirements can result in such Agency taking various remedial actions up to and including terminating PennyMac’s ability to sell loans to and service loans on behalf of the respective Agency. PennyMac and PLS had Agency capital and liquidity in excess of the respective Agencies’ requirements at September 30, 2016.

~~Note 21—~~14—Commitments and Contingencies

~~Commitments to Fund and Sell Mortgage Loans~~


	~~September 30, 2016~~
	~~(in thousands)~~

~~Commitments to purchase mortgage loans from PennyMac Mortgage Investment Trust~~	$	~~2,383,191~~
~~Commitments to fund mortgage loans~~		~~2,291,530~~
	$	~~4,674,721~~

~~Table of Contents~~

Litigation

The business of the Company involves the collection of numerous accounts, as well as the validation of liens and compliance with various state and federal lending and servicing laws. Accordingly, the Company may be involved in proceedings, claims, and legal actions arising in the ordinary course of business. As of September 30, ~~2016,~~2017, the Company was not involved in any legal proceedings, claims, or actions that in management’s view would be reasonably likely to have a material adverse effect on the Company.

Commitments to Purchase and Fund Mortgage Loans


	September 30, 2017
	(in thousands)
Commitments to purchase mortgage loans from PennyMac Mortgage Investment Trust	$	1,798,347
Commitments to fund mortgage loans		1,961,056
	$	3,759,403

Leases

The Company leases office facilities. Rent expense was $3.0 million and $2.0 million for the quarters ended September 30, 2017 and 2016, respectively and $8.8 million and $5.3 million for the nine months ended September 30, 2017 and 2016, respectively.

The following table provides a summary of future minimum lease payments required under lease agreements as of September 30, 2017:


Twelve months ended September 30:	Future minimum lease payments
	(in thousands)
2018	$	12,943
2019		14,281
2020		14,660
2021		12,529
2022		10,060
Thereafter		34,559
	$	99,032

Commitment to Make Distributions to PennyMac Owners

Under the terms of its Limited Liability Company Agreement, PennyMac is required to make cash distributions to the Company’s noncontrolling interest holders in amounts sufficient to allow such noncontrolling interest holders to pay federal and state taxes on their allocable share of PennyMac taxable income. Such distributions are calculated and, if required, made quarterly.

Table of Contents

Note 15—Stockholders’ Equity

In June 2017, the Company’s Board of Directors authorized a stock repurchase program (“Repurchase Program”) under which the Company may repurchase up to $50 million of its outstanding Class A common stock.

The following table summarizes the Company’s stock repurchase activity:


	Quarter ended September 30,				Nine months ended September 30,					Cumulative
	2017		2016		2017		2016			Total (1)
	(in thousands)
Shares of Class A common stock repurchased		505		—		505		—		505
Cost of shares of Class A common stock repurchased	$	8,599	$	—	$	8,599	$	—	$	8,599

(1)

Amounts represent the total shares of Class A common stock repurchased under the stock repurchase program through September 30, 2017.

The shares of repurchased Class A common stock were canceled upon settlement of the repurchase transactions and returned to the authorized but unissued common stock pool.

Note 16—Noncontrolling Interest

Net income attributable to the Company’s common stockholders and the effects of changes in noncontrolling ownership interest in PennyMac are summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Net income attributable to PennyMac Financial Services, Inc. common stockholders	$	17,081	$	23,685	$	38,439	$	43,335
Increase in the Company's additional paid-in capital for exchanges of Class A units of Private National Mortgage Acceptance Company, LLC to Class A common stock of PennyMac Financial Services, Inc.	$	3,656	$	1,398	$	20,583	$	4,038
Shares of Class A common stock of PennyMac Financial Services, Inc. issued pursuant to exchange of Class A units of Private National Mortgage Acceptance Company, LLC		251		73		1,297		166


	September 30,			December 31,
	2017			2016
Percentage of noncontrolling interest in Private National Mortgage Acceptance Company, LLC		69.6	%		70.6	%

Table of Contents

Note 17—Net Gains on Mortgage Loans Held for Sale

Net gains on mortgage loans held for sale at fair value is summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
From non-affiliates:
Cash (loss) gain:
Mortgage loans	$	(40,747)	$	40,381	$	(98,408)	$	82,612
Hedging activities		(14,592)		(13,526)		(8,168)		(163,659)
		(55,339)		26,855		(106,576)		(81,047)
Non-cash gain:
Mortgage servicing rights and mortgage servicing liabilities resulting from mortgage loan sales		154,763		143,960		419,968		371,805
Provision for losses relating to representations and warranties:				��
Pursuant to mortgage loan sales		(1,596)		(852)		(4,294)		(5,220)
Reduction in liability due to change in estimate		1,194		6,648		3,086		6,648
Change in fair value relating to mortgage loans and hedging derivatives held at period end:
Interest rate lock commitments		8,226		15,256		(5,008)		61,744
Mortgage loans		3,376		5,964		(2,554)		37,481
Hedging derivatives		(12,389)		(14,020)		(19,023)		17,994
		98,235		183,811		285,599		409,405
From PennyMac Mortgage Investment Trust		9,901		(1,690)		7,584		(5,557)
	$	108,136	$	182,121	$	293,183	$	403,848

Table of Contents

Note 18—Net Interest Income (Expense)

Net interest expense is summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Interest income:
From non-affiliates:
Short-term investments	$	733	$	1,756	$	1,727	$	2,212
Mortgage loans held for sale at fair value		28,199		14,835		68,528		38,578
Placement fees relating to custodial funds		13,394		4,144		27,073		10,204
		42,326		20,735		97,328		50,994
From PennyMac Mortgage Investment Trust—Financings receivable		2,116		1,974		5,946		5,798
		44,442		22,709		103,274		56,792

Interest expense:
To non-affiliates:
Assets sold under agreements to repurchase		19,203		12,951		52,249		33,863
Mortgage loan participation purchase and sale agreements		1,484		1,887		3,780		3,585
Notes payable		11,747		2,129		24,746		6,018
Obligations under capital lease		205		139		585		363
Interest shortfall on repayments of mortgage loans serviced for Agency securitizations		4,602		4,587		11,529		10,114
Interest on mortgage loan impound deposits		1,253		996		2,943		2,471
		38,494		22,689		95,832		56,414
To PennyMac Mortgage Investment Trust—Excess servicing spread financing at fair value		3,998		4,827		13,011		17,555
		42,492		27,516		108,843		73,969
	$	1,950	$	(4,807)	$	(5,569)	$	(17,177)

Note 19—Stock-based Compensation

As of September 30, 2017 and December 31, 2016, the Company had one stock-based compensation plan. Following is a summary of the stock-based compensation activity:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Performance-based RSUs granted		—		—		694		813
Stock options granted		—		—		861		962
Time-based RSUs granted		3		10		408		261

Grant date fair value of Performance-based RSUs granted	$	—	$	—	$	12,512	$	9,171
Grant date fair value of Stock options granted		—		—		5,772		3,412
Grant date fair value of Time-based RSUs granted		58		160		7,359		3,072
Total	$	58	$	160	$	25,643	$	15,655

Performance-based RSUs vested		—		—		446		—
Stock options exercised		9		2		34		2
Time-based RSUs vested		4		6		165		121

Compensation expense	$	4,243	$	4,233	$	14,633	$	12,560

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Note 20—Earnings Per Share of Common Stock

Basic earnings per share of common stock is determined using net income attributable to the Company’s common stockholders divided by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock is determined by dividing net income attributable to the Company’s common stockholders by the weighted average number of shares of common stock outstanding, assuming all dilutive shares of common stock were issued.

Potentially dilutive shares of common stock include non-vested stock-based compensation awards and PennyMac Class A units. The Company applies the treasury stock method to determine the diluted weighted average shares of common stock outstanding represented by the non-vested stock-based compensation awards. The diluted earnings per share calculation assumes the exchange of PennyMac Class A units for shares of common stock. Accordingly, earnings attributable to the Company’s common stockholders is also adjusted to include the earnings allocated to the PennyMac Class A units after taking into account the income taxes that would be applicable to such earnings.

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


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands, except per share amounts)
Basic earnings per share of common stock:
Net income attributable to PennyMac Financial Services, Inc. common stockholders	$	17,081	$	23,685	$	38,439	$	43,335
Weighted average shares of common stock outstanding		23,426		22,217		23,147		22,101
Basic earnings per share of common stock	$	0.73	$	1.07	$	1.66	$	1.96

Diluted earnings per share of common stock:
Net income attributable to PennyMac Financial Services, Inc. common stockholders	$	17,081	$	23,685	$	38,439	$	43,335
Effect of net income attributable to PennyMac Class A units exchangeable to common stock, net of income taxes		38,884		57,444		88,289		105,480
Diluted net income attributable to common stockholders	$	55,965	$	81,129	$	126,728	$	148,815
Weighted average shares of common stock outstanding		23,426		22,217		23,147		22,101
Dilutive shares:
PennyMac Class A units exchangeable to common stock		53,239		53,923		53,400		53,996
Common shares issuable under stock-based compensation plan		1,751		215		1,684		234
Diluted weighted average shares of common stock outstanding		78,416		76,355		78,231		76,331
Diluted earnings per share of common stock	$	0.71	$	1.06	$	1.62	$	1.95

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Calculations of diluted earnings per share require certain potentially dilutive shares to be excluded when their inclusion in the diluted earnings per share calculation would be anti-dilutive. The following table summarizes the anti-dilutive weighted-average number of outstanding stock options and restricted stock units (“RSUs”) excluded from the calculation of diluted earnings per share:


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands except for weighted-average exercise price)
Performance-based RSUs (2)		—		2,505		475		2,510
Time-based RSUs		1		—		1		—
Stock options (1)		2,622		2,768		2,434		2,559
Total anti-dilutive stock-based compensation units		2,623		5,273		2,910		5,069
Weighted average exercise price of anti-dilutive stock options (1)	$	16.39	$	15.81	$	16.39	$	15.82

(1)

Certain stock options were outstanding but not included in the computation of diluted earnings per share because the weighted-average exercise prices were anti-dilutive.

(2)

Certain performance-based RSUs were outstanding but not included in the computation of diluted earnings per share because the performance thresholds included in such RSUs have not been achieved.

Note 21—Supplemental Cash Flow Information


	Nine months ended September 30,
	2017		2016
	(in thousands)
Cash paid for interest	$	115,710	$	70,897
Cash paid for income taxes	$	41	$	452
Non-cash investing activity:
Mortgage servicing rights resulting from mortgage loan sales	$	431,908	$	383,615
Mortgage servicing liabilities resulting from mortgage loan sales	$	11,940	$	11,810
Unsettled portion of MSR acquisitions	$	16,364	$	—
Non-cash financing activity:
Transfer of excess servicing spread pursuant to a recapture agreement with PennyMac Mortgage Investment Trust	$	4,160	$	5,039
Issuance of common stock in settlement of director fees	$	253	$	230

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Note 22—Regulatory Capital and Liquidity Requirements

The Company, through PLS and PennyMac, is required to maintain specified levels of capital and liquidity to remain a seller/servicer, issuer or lender, as applicable, in good standing with the Agencies. Such requirements generally are tied to the size of the Company’s loan servicing portfolio or loan origination volume.

The Agencies’ capital and liquidity requirements, the calculations of which are specified by each Agency, are summarized below:



	September 30, 2017						December 31, 2016
Agency–company subject to requirement	Actual (1)			Requirement (1)			Actual (1)			Requirement (1)
	(dollars in thousands)
Capital
Fannie Mae & Freddie Mac – PLS	$	1,482,475		$	420,427		$	1,289,464		$	335,883
Ginnie Mae – PLS	$	1,253,593		$	590,901		$	1,085,549		$	455,542
Ginnie Mae – PennyMac	$	1,443,982		$	649,991		$	1,261,565		$	501,097
HUD – PLS	$	1,253,593		$	2,500		$	1,085,549		$	2,500
Liquidity
Fannie Mae & Freddie Mac – PLS	$	200,862		$	57,509		$	179,230		$	45,930
Ginnie Mae – PLS	$	200,862		$	149,493		$	179,230		$	115,304
Tangible net worth / Total assets ratio
Fannie Mae & Freddie Mac – PLS		23	%		6	%		26	%		6	%

(1)

Calculated in compliance with the respective Agency’s requirements.

Noncompliance with an Agency’s requirements can result in such Agency taking various remedial actions up to and including terminating PennyMac’s ability to sell mortgage loans to and service mortgage loans on behalf of the respective Agency.

Note 23—Segments and Related Information

The Company operates in three segments: loan production, loan servicing and investment management.

Two of the segments are in the mortgage banking business: loan production and loan servicing. The loan production segment performs mortgage loan origination, acquisition and sale activities. The loan servicing segment performs servicing of newly originated mortgage loans, execution and management of early buyout transactions and servicing of mortgage loans sourced and managed by the investment management segment for the Advised Entities, including executing the loan resolution strategy identified by the investment management segment relating to distressed mortgage loans.

The investment management segment represents the activities of the Company’s investment manager, which include sourcing, performing diligence, bidding and closing investment asset acquisitions, managing correspondent production activities for PMT and managing the acquired assets for the Advised Entities.

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Financial performance and results by segment are as follows:


	Quarter ended September 30, 2016										Quarter ended September 30, 2017
	Mortgage Banking						Investment				Mortgage Banking						Investment
	Production		Servicing		Total		Management		Total		Production		Servicing		Total		Management		Total
	(in thousands)										(in thousands)
Revenue: (1)
Net gains on mortgage loans held for sale at fair value	$	166,506	$	15,615	$	182,121	$	—	$	182,121	$	79,983	$	28,153	$	108,136	$	—	$	108,136
Mortgage loan origination fees		34,621		—		34,621		—		34,621		33,168		—		33,168		—		33,168
Fulfillment fees from PennyMac Mortgage Investment Trust		27,255		—		27,255		—		27,255		23,507		—		23,507		—		23,507
Net mortgage loan servicing fees		—		45,864		45,864		—		45,864		—		78,081		78,081		—		78,081
Management fees		—		—		—		5,521		5,521		—		—		—		6,216		6,216
Carried Interest from Investment Funds		—		—		—		107		107		—		—		—		(1,158)		(1,158)
Net interest income (expense):
Interest income		13,013		9,696		22,709		—		22,709		17,651		26,791		44,442		—		44,442
Interest expense		9,323		18,182		27,505		11		27,516		12,355		30,124		42,479		13		42,492
		3,690		(8,486)		(4,796)		(11)		(4,807)		5,296		(3,333)		1,963		(13)		1,950
Other		508		205		713		—		713		235		525		760		(25)		735
Total net revenue		232,580		53,198		285,778		5,617		291,395		142,189		103,426		245,615		5,020		250,635
Expenses		82,767		63,937		146,704		5,413		152,117		73,231		78,955		152,186		4,305		156,491
Income (loss) before provision for income taxes and non-segment activities		149,813		(10,739)		139,074		204		139,278
Non-segment activities		—		—		—		—		—
Income (loss) before provision for income taxes	$	149,813	$	(10,739)	$	139,074	$	204	$	139,278
Income before provision for income taxes											$	68,958	$	24,471	$	93,429	$	715	$	94,144
Segment assets at period end (2)	$	3,221,446	$	2,277,146	$	5,498,592	$	90,746	$	5,589,338	$	2,737,666	$	3,628,689	$	6,366,355	$	20,369	$	6,386,724

(1)

All revenues are from external customers.

(2)

Excludes parent Company assets, which consist primarily of working capital of $1.6 million.


	Quarter ended September 30, 2016
	Mortgage Banking						Investment
	Production		Servicing		Total		Management		Total
	(in thousands)
Revenue: (1)
Net gains on mortgage loans held for sale at fair value	$	166,506	$	15,615	$	182,121	$	—	$	182,121
Mortgage loan origination fees		34,621		—		34,621		—		34,621
Fulfillment fees from PennyMac Mortgage Investment Trust		27,255		—		27,255		—		27,255
Net mortgage loan servicing fees		—		45,864		45,864		—		45,864
Management fees		—		—		—		5,521		5,521
Carried Interest from Investment Funds		—		—		—		107		107
Net interest income (expense):
Interest income		13,013		9,696		22,709		—		22,709
Interest expense		9,323		18,182		27,505		11		27,516
		3,690		(8,486)		(4,796)		(11)		(4,807)
Other		508		205		713		—		713
Total net revenue		232,580		53,198		285,778		5,617		291,395
Expenses		82,767		63,937		146,704		5,413		152,117
Income (loss) before provision for income taxes	$	149,813	$	(10,739)	$	139,074	$	204	$	139,278
Segment assets at period end (2)	$	3,221,446	$	2,277,146	$	5,498,592	$	90,746	$	5,589,338

(1)

All revenues are from external customers.

(2)

Excludes parent Company assets, which consist primarily of working capital of $6.9 million.

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	Quarter ended September 30, 2015
	Mortgage Banking						Investment				Nine months ended September 30, 2017
	Production		Servicing		Total		Management		Total		Mortgage Banking						Investment
	(in thousands)										Production		Servicing		Total		Management		Total
											(in thousands)
Revenue: (1)
Net gains on mortgage loans held for sale at fair value	$	81,005	$	1,641	$	82,646	$	—	$	82,646
Mortgage loan origination fees		29,448		—		29,448		—		29,448
Net gains (losses) on mortgage loans held for sale at fair value											$	217,526	$	75,657	$	293,183	$	—	$	293,183
Loan origination fees												88,935		—		88,935		—		88,935
Fulfillment fees from PennyMac Mortgage Investment Trust		17,553		—		17,553		—		17,553		61,184		—		61,184		—		61,184
Net mortgage loan servicing fees		—		57,258		57,258		—		57,258
Net servicing fees												—		199,157		199,157		—		199,157
Management fees		—		—		—		6,456		6,456		—		—		—		17,597		17,597
Carried Interest from Investment Funds		—		—		—		1,483		1,483		—		—		—		(1,045)		(1,045)
Net interest income (expense):
Interest income		13,228		1,825		15,053		—		15,053		45,866		57,408		103,274		—		103,274
Interest expense		6,290		14,714		21,004		—		21,004		32,507		76,299		108,806		37		108,843
		6,938		(12,889)		(5,951)		—		(5,951)		13,359		(18,891)		(5,532)		(37)		(5,569)
Other		272		121		393		(141)		252		1,711		1,442		3,153		234		3,387
Total net revenue		135,216		46,131		181,347		7,798		189,145		382,715		257,365		640,080		16,749		656,829
Expenses		57,477		52,187		109,664		5,618		115,282		199,547		230,691		430,238		12,455		442,693
Income (loss) before provision for income taxes		77,739		(6,056)		71,683		2,180		73,863
Non-segment activities (2)		—		—		—		—		60
Income (loss) before provision for income taxes	$	77,739	$	(6,056)	$	71,683	$	2,180	$	73,923
Segment assets at period end (3)	$	1,723,137	$	1,979,252	$	3,702,389	$	87,365	$	3,789,754
Income before provision for income taxes											$	183,168	$	26,674	$	209,842	$	4,294	$	214,136
Segment assets at period end (2)											$	2,737,666	$	3,628,689	$	6,366,355	$	20,369	$	6,386,724

(1)

All revenues are from external ~~customers~~customers.

(2)

~~Relates to~~Excludes parent Company ~~interest expense eliminated in consolidation.~~assets, which consist primarily of working capital of $1.6 million.

~~(3)Excludes parent Company assets, which consist primarily of~~ ~~Deferred tax asset~~ ~~of $25.9 million.~~

~~Table of Contents~~


	Nine months ended September 30, 2016
	Mortgage Banking						Investment				Nine months ended September 30, 2016
	Production		Servicing		Total		Management		Total		Mortgage Banking						Investment
	(in thousands)										Production		Servicing		Total		Management		Total
											(in thousands)
Revenue: (1)
Net gains (losses) on mortgage loans held for sale at fair value	$	360,614	$	43,234	$	403,848	$	—	$	403,848
Net gains on mortgage loans held for sale at fair value											$	360,614	$	43,234	$	403,848	$	—	$	403,848
Loan origination fees		85,962		—		85,962		—		85,962		85,962		—		85,962		—		85,962
Fulfillment fees from PennyMac Mortgage Investment Trust		59,301		—		59,301		—		59,301		59,301		—		59,301		—		59,301
Net servicing fees		—		89,938		89,938		—		89,938		—		89,938		89,938		—		89,938
Management fees		—		—		—		17,163		17,163		—		—		—		17,163		17,163
Carried Interest from Investment Funds		—		—		—		944		944		—		—		—		944		944
Net interest income (expense):
Interest income		32,918		23,873		56,791		1		56,792		32,918		23,873		56,791		1		56,792
Interest expense		21,031		52,951		73,982		37		74,019		21,031		52,951		73,982		37		74,019
		11,887		(29,078)		(17,191)		(36)		(17,227)		11,887		(29,078)		(17,191)		(36)		(17,227)
Other		1,596		824		2,420		204		2,624		1,596		824		2,420		204		2,624
Total net revenue		519,360		104,918		624,278		18,275		642,553		519,360		104,918		624,278		18,275		642,553
Expenses		196,634		176,088		372,722		16,205		388,927		196,634		176,088		372,722		16,205		388,927
Income (loss) before provision for income taxes and non-segment activities		322,726		(71,170)		251,556		2,070		253,626
Income before provision for income taxes and non-segment activities												322,726		(71,170)		251,556		2,070		253,626
Non-segment activities (2)		—		—		—		—		49		—		—		—		—		49
Income (loss) before provision for income taxes	$	322,726	$	(71,170)	$	251,556	$	2,070	$	253,675
Income before provision for income taxes											$	322,726	$	(71,170)	$	251,556	$	2,070	$	253,675
Segment assets at period end (3)	$	3,221,446	$	2,277,146	$	5,498,592	$	90,746	$	5,589,338	$	3,221,446	$	2,277,146	$	5,498,592	$	90,746	$	5,589,338

(1)

All revenues are from external ~~customers~~customers.

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(2)

Relates to parent Company interest ~~expense~~expenses eliminated in consolidation.

(3)

Excludes parent Company assets, which consist primarily of working capital of $6.9 million.

~~Table of Contents~~

Nine months ended September 30, 2015

Mortgage Banking

Investment


Production

Servicing

Total

Management

Total


(in thousands)



Revenue: (1)

Net gains on mortgage loans held for sale at fair value

$
244,361

$
(2,382)

$
241,979

$
—

$
241,979

Loan origination fees

70,551

—

70,551

—

70,551

Fulfillment fees from PennyMac Mortgage Investment Trust

45,752

—

45,752

—

45,752

Net servicing fees

—

152,583

152,583

—

152,583

Management fees

—

—

—

21,908

21,908

Carried Interest from Investment Funds

—

—

—

2,898

2,898

Net interest income (expense):

Interest income

30,041

7,129

37,170

—

37,170

Interest expense

15,131

34,051

49,182

—

49,182

14,910

(26,922)

(12,012)

—

(12,012)

Other

1,420

840

2,260

(109)

2,151

Total net revenue

376,994

124,119

501,113

24,697

525,810

Expenses

155,542

150,737

306,279

17,631

323,910

Income (loss) before provision for income taxes and non-segment activities

221,452

(26,618)

194,834

7,066

201,900

Non-segment activities (2)

—

—

—

—

60

Income (loss) before provision for income taxes

$
221,452

$
(26,618)

$
194,834

$
7,066

$
201,960

Segment assets at period end (3)

$
1,723,137

$
1,979,252

$
3,702,389

$
87,365

$
3,789,754

~~(1)~~

~~All revenues are from external customers~~

~~(2)~~

~~Relates to parent Company interest expense eliminated in consolidation.~~

~~(3)~~

~~Excludes parent Company assets, which consist primarily of~~ ~~Deferred tax asset~~ ~~of $25.9 million.~~

Note ~~23—~~24—Recently Issued Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update (“ASU”) ~~ASU~~ 2014-09, Revenue from Contracts with Customers (Subtopic 606)(“ (“ASU 2014-09”), which supersedes the guidance in ~~ASC 605,~~the Revenue Recognition.topic of the ASC. ASU 2014-09 clarifies the principles for recognizing revenue in order to improve comparability of revenue recognition practices across entities and industries with certain scope exceptions including financial instruments, leases, and guarantees. ASU 2014-09 provides guidance intended to assist in the identification of contracts with customers and separate performance obligations within those contracts, the determination and allocation of the transaction price to those identified performance obligations and the recognition of revenue when a performance obligation has been satisfied. ASU 2014-09 also requires disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers.

Upon adoption, ASU 2014-09 provides for transition through either a full retrospective approach requiring the restatement of all presented prior periods or a modified retrospective approach, which allows the new recognition standard to be applied to only those contracts that are not completed at the date of transition. If the modified retrospective approach is adopted, a cumulative-effect adjustment to retained earnings is performed with additional disclosures required including the amount by which each line item is affected by the transition as compared to the guidance in effect before adoption and an explanation of the reasons for significant changes in these amounts.

The FASB has issued several amendments to the new revenue standard ASU 2014-09, including:

In ~~May 2014,~~August 2015, ASU 2015-14, Revenue From Contracts With Customers (“(“ASU 2015-14”). This update deferred the initial effective date of ASU 2014-09. As a result of the issuance of ASU 2015-14, ASU

~~Table of Contents~~

2014-09 is effective for annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

In March ~~2015,~~2016, ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments to this update are intended to improve the implementation guidance on principal versus agent considerations in ASU 2014-09 by clarifying how an entity should identify the unit of ~~account~~accounting (i.e. the specified good or service) and how an entity should apply the control principle to certain types of arrangements.

In May 2016, ASU 2016-12, Narrow-Scope Improvements and Practical ~~Expedients.~~Expedients. The amendments to this update clarify certain core recognition principles and provide practical expedients available at transition. The improvements address collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition.

In December 2016, ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments to this update:

Clarify that guarantee fees within the scope of the Guarantees topic of the ASC (other than product or service warranties) are not within the scope of the Revenue from Contracts with Customers topic of the ASC. The Derivatives and Hedging topic provides guidance relating to guarantees accounted for as derivatives.

Clarify guidance contained in the Other Assets and Deferred Costs—Contracts with Customers subtopic of the ASC that when performing impairment testing an entity should (a) consider expected contract renewals and extensions and (b) include both the amount of consideration it already has received but has not recognized as revenue and the amount it expects to receive in the future.

The Company is currently evaluating the pending adoption of ASU 2014-09 and its impact on its consolidated financial statements and has not yet identified which transition method will be applied upon adoption.

~~In August 2014, the FASB issued Accounting Standards Update No. 2014-15,~~ ~~Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~ (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related note disclosures.

Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting establishes the fundamental basis for measuring and classifying assets and liabilities.

ASU 2014-15 extends the responsibility for performing the going-concern assessment to management and contains guidance on (1) how to perform a going-concern assessment and (2) when going-concern disclosures would be required under U.S. GAAP.

Under ASU 2014-15, an entity would be required to evaluate its status as a going concern as part of its periodic financial statement preparation process and would be required to disclose information about its potential inability to continue as a going concern when “substantial doubt” about its ability to continue as a going concern for the period of one year from the earlier of the date its financial statements are issued or are ready to be issued.

If management concludes that there is “substantial doubt about the entity’s ability to continue as a going concern, it must disclose the principal conditions or events causing substantial doubt to be raised, management’s evaluation of the conditions and management’s plans. If substantial doubt is not alleviated as a result of management’s plans, the company is required to include a statement that there is “substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 also requires an entity to disclose how the substantial doubt was resolved in the period that substantial doubt no longer exists.

~~ASU 2014-15 is effective for the annual period ending December 31, 2016. The adoption of ASU 2014-15 is not expected to have an effect on the financial statements of the Company.~~

~~In February 2015, the FASB issued ASU 2015-02,~~ ~~Consolidation (Topic 810): Amendments to the Consolidation Analysis~~ (“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-

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~~02 effective January 1, 2016.~~

Clarify the interaction of impairment testing with guidance in other ASC topics that impairment testing first should be performed on assets not within the scope of the Other Assets and Deferred Costs, Intangibles-GoodwillandOther or the Property, Plant, and Equipment topics of the ASC (such as assets within the Inventory topic of the ASC), then assets within the scope of the Other Assets and Deferred Costs topic of the ASC, then asset groups and reporting units within the scope of the Other Assets and Deferred Costs, Intangibles-Goodwill and Other and the Property, Plant, and Equipment topics of the ASC.

Clarify that all contracts within the scope of the Financial Services – Insurance topic of the ASC are excluded from the scope of the Revenue from Contracts with Customers topic.

Provide optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue and expands the information that is required to be disclosed when an entity applies one of the optional exemptions.

Clarify that the disclosure of revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods applies to all performance obligations and is not limited to performance obligations with corresponding contract balances.

Align the cost-capitalization guidance for advisors to both public funds and private funds in the Financial Services— Investment Companies—Other Expenses subtopic of the ASC.

In February 2017, ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) (“ASU 2017-05”). The amendments to this update clarify the scope of the Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets subtopic of the ASC, and add guidance for partial sales of nonfinancial assets. ASU 2017-05 clarifies that:

A financial asset is within the scope of the Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets subtopic of the ASC if it meets the definition of an in substance nonfinancial asset and defines the term in substance nonfinancial asset, in part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets.

It excludes all businesses and nonprofit activities from the scope of the Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets subtopic of the ASC. Derecognition of all businesses and nonprofit activities should be accounted for in accordance with the Consolidation—Overall subtopic of the ASC.

An entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it.

An entity should allocate consideration to each distinct asset by applying the guidance in the Revenue from Contracts with Customers topic of the ASC on allocating the transaction price to performance obligations.

An entity must derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when it (1) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with the Consolidations topic of the ASC and (2) transfers control of the asset in accordance with the Revenue from Contracts with Customers topic of the ASC. Once an entity transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset, it is required to measure any noncontrolling interest it receives (or retains) at fair value.

The Company’s revenues from contracts with customers that are subject to ASU 2014-09 include fulfillment fees, management fees, Carried Interest and certain reimbursed overhead costs. The Company has concluded that:

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The recognition and measurement of fulfillment fees and management fees is not expected to change as a result of the Company’s adoption of ASU 2014-09.

The Company’s Carried Interest arrangements with the Investment Funds represent capital allocations to the Company. As a result, the Company has concluded as part of its assessment of the effect of the adoption of ASU 2014-09 that its Carried Interest represents an equity method investment subject to the Investments – Equity Method and Joint Ventures topic of the ASC. Therefore, effective January 1, 2018, the Company will recharacterize its Carried Interest as financial instruments under the equity method of accounting. This change is not expected to change the timing or amount of the Company’s recognition of Carried Interest. At September 30, 2017, the Company had Carried Interest receivable totaling $8.5 million, which is expected to be realized in early 2018.

The effect of the adoption of ASU 2014-09 on the presentation of overhead reimbursements will be to increase Other income and the Company’s overhead expense categories by offsetting amounts. Under its management agreement, PMT is required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company and its affiliates required for PMT’s and its subsidiaries’ operations. These expenses are allocated based on the ratio of PMT’s proportion of gross assets compared to all remaining gross assets managed by the Company as calculated at each fiscal quarter end. The Company recognizes such reimbursements as expense offsets in its consolidated statements of income. ASU 2014-09 requires such reimbursements to be treated as revenues. The Company included $1.2 million and $1.4 million and $4.2 million and $6.4 million of such common overhead as expense offsets in the quarter and nine month periods ended September 30, 2017 and 2016, respectively.

The Company intends to adopt ASU 2014-09 using the modified retrospective method. The Company does not expect to record a cumulative effect adjustment to its beginning retained earnings as a result of adoption of ASU ~~2015-02 had no effect on the Company’s consolidated financial statements.~~2014-09.

Fair Value of Financial Instruments

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 affects the accounting for equity investments, financial liabilities under the fair value option, the presentation and disclosure requirements for financial instruments, and the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.

ASU 2016-01 requires that:

All equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) with readily determinable fair values will generally be measured at fair value through earnings.

When the fair value option has been elected for financial liabilities, changes in fair value due to instrument-specific credit risk will be recognized separately in other comprehensive income. The accumulated gains and losses due to these changes will be reclassified from accumulated other comprehensive income to earnings if the financial liability is settled before maturity.

For financial instruments measured at amortized cost, public business entities will be required to use the exit price when measuring the fair value of financial instruments for disclosure purposes.

Financial assets and financial liabilities shall be presented separately in the notes to the financial statements, grouped by measurement category (e.g., fair value, amortized cost, lower of cost or fair value) and form of financial asset (e.g., loans, securities).

Public business entities will no longer be required to disclose the methods and significant assumptions used to estimate the fair value of financial instruments carried at amortized cost.

Entities will have to assess the realizability of a deferred tax asset related to a debt security classified as available for sale in combination with the entity’s other deferred tax assets.

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The classification and measurement guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income is permitted and can be elected for all financial statements of fiscal years and interim periods that have not yet been issued or that have not yet been made available for issuance. The ~~Company is currently assessing the potential effect that the~~ adoption of ASU 2016-01 ~~will~~is not expected to have an effect on ~~its~~the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors) and supersedes previous leasing standards. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether ~~or not~~ the lease is effectively a financed purchase of the leased asset by the lessee. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.

ASU 2016-02 is effective for the Company for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the potential ~~impact~~effect that the adoption of ASU 2016-02 will have on its consolidated financial statements. As shown in Note 14 —Commitments and Contingencies, the Company had approximately $99.0 million in future minimum lease payment commitments as of September 30, 2017. Were the Company to adopt ASU 2016-02 as of September 30, 2017, it would be required to recognize a right-of-use asset and a corresponding liability based on the present value of such obligation as of September 30, 2017. The Company does not expect to recognize a significant cumulative effect adjustment to its stockholders’ equity as a result of adopting ASU 2016-02.

Share-Based Compensation

In March 2016, ~~The~~the FASB issued ASU 2016-09, Compensation—Stock Compensation ~~(Topic~~(Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions, including:

Modifies the accounting for income taxes relating to share-based payments. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) will be recognized as income tax expense or benefit in the consolidated income statement. The tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur.

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An entity will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Under current GAAP, excess tax benefits are recognized in additional paid-in capital; tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or in the consolidated income statement in the period they reduce income taxes payable.

Changes the classification of excess tax benefits on the consolidated statement of cash flows. In the consolidated statement of cash flows, excess tax benefits will be classified along with other income tax cash flows as an operating activity. Under current GAAP, excess tax benefits are separated from other income tax cash flows and classified as a financing activity.

Changes the requirement to estimate the number of awards that are expected to vest. Under ~~ASC~~ASU 2016-09, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest as presently required or account for forfeitures when they occur. Under current GAAP, accruals of compensation cost are based on the number of awards that are expected to vest.

Changes the tax withholding requirements for share-based payment awards to qualify for equity accounting. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. Under current GAAP, for an award to qualify for equity classification is that an entity cannot partially settle the award in cash in excess of the employer’s minimum statutory withholding requirements.

Establishes GAAP for the classification of employee taxes paid when an employer withholds shares for tax withholding purposes. Cash paid by an employer when directly withholding shares for tax-

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withholding purposes should be classified as a financing activity. This guidance establishes GAAP related to the classification of withholding taxes in the statement of cash flows as there is no such guidance under current GAAP.

ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The ~~Company is currently assessing the potential effect that the~~ adoption of ASU 2016-09 ~~will~~did not have a significant effect on ~~its~~the Company’s consolidated financial statements.

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Note ~~24—~~25—Subsequent Events

~~Management~~The Company has evaluated ~~all~~the impacts of events ~~and transactions~~that have occurred subsequent to September 30, 2017 through the filing date of the Consolidated Financial Statements with the SEC. Based on this evaluation, the Company ~~issued~~has determined none of these ~~consolidated financial statements. During this period:~~events were required to be recognized or disclosed in the Consolidated Financial Statements and related Notes.

On October 4, 2016, the Company, through PLS, amended the terms of its master repurchase agreement, dated July 2, 2013, by and among Morgan Stanley Bank, N.A. (“Morgan Stanley”), on the one hand, and PLS, on the other hand (the “MS Repurchase Agreement”), pursuant to which PLS, may sell, and later repurchase, newly originated mortgage loans that are originated through the PLS consumer direct lending channel or purchased from correspondent lenders through a subsidiary of PMT and, in either case, held by PLS pending sale and/or securitization.

Prior to the amendment, the MS Repurchase Agreement provided for a maximum aggregate purchase price of $200 million. Of this amount, $125 million was committed and available for purchases under the MS Repurchase Agreement. Pursuant to the terms of the amendment, Morgan Stanley agreed to increase the maximum aggregate purchase price from $200 million to $300 million. Of this amount, $175 million is committed and available for purchases under the Repurchase Agreement.

On October 11, 2016, the Company, through PLS and PennyMac, executed a Second Amended and Restated Request for Temporary Increase (the “Temporary Increase”) in connection with that certain mortgage loan participation purchase and sale agreement, dated August 13, 2014, by and among Bank of America, N.A. (“BANA”), on the one hand, and PLS, as seller, and PNMAC, as guarantor, on the other hand (the “BANA Participation Agreement”). The Temporary Increase amends and supersedes that certain request for temporary increase entered into by PLS, PNMAC and BANA on August 25, 2016.

Pursuant to the terms of the BANA Participation Agreement, PLS may sell to BANA participation certificates, each representing an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae, Freddie Mac or Ginnie Mae and are pending securitization. Pursuant to the Temporary Increase, BANA agreed to temporarily maintain the aggregate transaction limit of purchase prices for participation certificates owned by BANA at any given time at up to $800 million until December 12, 2016, at which time the aggregate transaction limit of purchase prices will be reset to $250 million.

On October 14, 2016, the Company, through PLS, entered into an amendment to its master repurchase agreement, dated as of June 26, 2012, by and between Citibank, N.A. (“Citibank”) and PLS (the “Citi Repurchase Agreement”), pursuant to which PLS may sell, and later repurchase, newly originated mortgage loans that are originated through PLS’ consumer direct lending channel or purchased from correspondent lenders through a subsidiary of PMT and, in either case, held by PLS pending sale and/or securitization.

Under the terms of this amendment, the uncommitted amount of the maximum aggregate purchase price provided for in the Citi Repurchase Agreement was increased from $50 million to $250 million and the maximum aggregate purchase price from $200 million to $400 million until December 2, 2016.

On October 20, 2016, the Company entered into another amendment to the Citi Repurchase Agreement pursuant to which the maturity date of the Citi Repurchase Agreement was extended from October 20, 2016 to December 2, 2016.

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On October 17, 2016, the Company, through PLS and PNMAC, entered into amendments (the “October Amendments”) to the terms of (i) its Second Amended and Restated Master Repurchase Agreement, dated as of March 31, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC (“CSFB”), PLS and PNMAC (the “CSFB Repurchase Agreement”), pursuant to which PLS may sell to, and later repurchase from, CSFB certain newly originated or recently acquired residential and small balance multifamily mortgage loans; and (ii) its Master Repurchase Agreement (Participation Certificates and Servicing) by and among CSFB, PLS and PNMAC and dated as of November 10, 2015 (the “MSR Repo”), pursuant to which PLS may finance certain of its mortgage servicing rights and related participation interests and loan servicing advance receivables.

The original terms of the CSFB Repurchase Agreement and the MSR Repo collectively provided for a maximum combined purchase price of $907 million. Of this amount, $700 million was committed and available for purchases under the CSFB Repurchase Agreement to the extent not reduced by purchased amounts outstanding under the MSR Repo, while $407 million was committed and available for purchases under the MSR Repo to the extent not reduced by purchased amounts outstanding under the CSFB Repurchase Agreement. On September 26, 2016, CSFB previously agreed to increase the maximum combined purchase price provided for under the CSFB Repurchase Agreement and the MSR Repo from $907 million to $1.207 billion until October 26, 2016, at which time the maximum combined purchase price would be reset to $907 million. Pursuant to the terms of the October Amendments, CSFB agreed to extend such increase in the maximum combined purchase price to December 23, 2016.

On November 1, 2016, the Company, through PLS and PNMAC, entered into a master repurchase (the “JPM Repurchase Agreement”) agreement by and among JPMorgan Chase Bank, National Association (“JPM”), pursuant to which PLS may sell to JPM participation certificates, each of which represents an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae, Freddie Mac or Ginnie Mae and are pending securitization, in an aggregate principal amount of up to $500 million. In connection with its sale of any participation certificate, PLS will also assign to JPM a take-out commitment, which evidences PLS’ right to sell to a third-party investor the security backed by the mortgage loans underlying the related participation certificate. The scheduled maturity date of the JPM Repurchase Agreement is October 31, 2017, and the obligations of PLS are fully guaranteed by PNMAC.

On November 3, 2016, the Company, through PNMAC, entered into Schedule Number 003 (the “Schedule”) to that certain Master Lease Agreement (the “Master Lease”), dated as of December 9, 2015, with Banc of America Leasing & Capital, LLC (“BALC”). Pursuant to the Master Lease, the Company may borrow funds from BALC on an uncommitted basis for the purpose of financing equipment and/or leasehold improvements described and on the terms set forth in schedules from time to time. The Master Lease is guaranteed in full by the Company’s indirect controlled subsidiary, PennyMac Loan Services, LLC. Pursuant to the Schedule, PNMAC is financing equipment with an aggregate cost of approximately $4.3 million. The Schedule has a three-year term and interim rent and base rent is payable pursuant to the terms thereof. At the expiration of the three-year term, the Company is obligated to purchase the leased equipment on an as-is, where-is basis for a nominal amount. All other terms and conditions of the Master Lease remain the same in all material respects.

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

Cautionary Statement Regarding Forward-Looking Statements

The following discussion and analysis of financial condition and results of operations should be read with the consolidated financial statements and the related notes of PennyMac Financial Services, Inc. (“PFSI”) included within this Quarterly Report on Form 10-Q.

Statements contained in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors,” as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date hereof and we assume no obligation to update or supplement any forward-looking statements.

Overview

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to the words “we,” “us,” “our” and the “Company” refer to PFSI.

Our Company

We are a specialty financial services firm with a comprehensive mortgage platform and integrated business primarily focused on the production and servicing of U.S. residential mortgage loans (activities which we refer to as mortgage banking) and the management of investments related to the U.S. mortgage market. We believe that our operating capabilities, specialized expertise, access to long-term investment capital, and our management’s experience across all aspects of the mortgage business will allow us to profitably grow these activities and capitalize on other related opportunities as they arise in the future.

We operate and control all of the business and affairs of Private National Mortgage Acceptance Company, LLC (“PennyMac”) and are its sole managing member. PennyMac was founded in 2008 by members of our executive leadership team and two strategic partners, BlackRock Mortgage Ventures, LLC and HC Partners, LLC, formerly known as Highfields Capital Investments, LLC, together with its affiliates.

We conduct our business in three segments: loan production, loan servicing (together, these two activities comprise our mortgage banking activities) and investment management. Our principal mortgage banking subsidiary, PennyMac Loan Services, LLC (“PLS”), is a non-bank producer and servicer of mortgage loans in the United States. PLS is a seller/servicer for the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), each of which is a government-sponsored entity (“GSE”). It is also an approved issuer of securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”), a lender of the Federal Housing Administration (“FHA”), a lender/servicer of the Veterans Administration (“VA”) and the U.S. Department of Agriculture (“USDA”), and a servicer for the Home Affordable Modification Program (“HAMP”). We refer to each of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, VA and USDA as an “Agency” and collectively as the “Agencies.” PLS is able to service mortgage loans in all 50 states, the District of Columbia, Guam and the U.S. Virgin Islands, and originate mortgage loans in 49 states and the District of Columbia, either because PLS is properly licensed in a particular jurisdiction or exempt or otherwise not required to be licensed in that jurisdiction.

Our investment management subsidiary, PNMAC Capital Management, LLC (“PCM”), is a Delaware limited liability company registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisors Act of 1940, as ~~amended,~~amended. PCM manages PennyMac Mortgage Investment Trust (“PMT”), a mortgage real estate investment trust, listed on the New York Stock Exchange under the ticker symbol PMT, PNMAC Mortgage Opportunity Fund, LLC and PNMAC Mortgage Opportunity Fund, LP, both registered under the Investment

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Company Act of 1940 (“Investment Company Act”), as amended, an affiliate of these Funds and PNMAC Mortgage Opportunity Fund Investors, LLC. We refer to these funds collectively as our “Investment Funds” and, together with PMT, as our “Advised Entities.”

~~Mortgage Banking~~

~~Loan Production~~

~~Our loan production segment sources mortgage loans through two channels: correspondent production and consumer direct lending.~~

In correspondent production we manage, on behalf of PMT and for our own account, the acquisition of newly originated, prime credit quality, first-lien residential mortgage loans that have been underwritten to investor guidelines. PMT acquires, from approved correspondent sellers, newly originated mortgage loans, including both conventional and government-insured or guaranteed residential mortgage loans that qualify for inclusion in securitizations that are guaranteed by the Agencies. For conventional mortgage loans, we perform fulfillment activities for PMT and earn a fulfillment fee for each mortgage loan purchased by PMT. In the case of government guaranteed or insured mortgage loans, we purchase them from PMT at PMT’s cost plus a sourcing fee and fulfill them for our own account.

Through our consumer direct lending channel, we originate new prime credit quality, first-lien residential conventional and government-insured or guaranteed mortgage loans on a national basis to allow customers to purchase or refinance their homes. The consumer direct model relies on the Internet and call center-based staff to acquire and interact with customers across the country. We do not have a “brick and mortar” branch network and have been developing our consumer direct operations with call centers strategically positioned across the United States.

For loans originated through our consumer direct lending channel, we conduct our own fulfillment, earn interest income and gains or losses during the holding period and upon the sale or securitization of these loans, and retain the associated MSRs (subject to sharing with PMT a portion of such MSRs or cash with respect to certain consumer direct originated loans that refinance loans for which the related mortgage servicing rights (“MSRs”) or excess servicing spread (“ESS”) was held by PMT).

~~Our loan production activity is summarized below:~~

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Unpaid principal balance of mortgage loans purchased and originated for sale:









Government-insured or guaranteed mortgage loans acquired from PennyMac Mortgage Investment Trust

$
11,694,065

$
10,783,882

$
27,599,186

$
23,602,020

Mortgage loans sourced through our consumer direct channel

1,677,028

1,042,302

4,385,245

3,077,569

$
13,371,093

$
11,826,184

$
31,984,431

$
26,679,589

Unpaid principal balance of mortgage loans fulfilled for PennyMac Mortgage Investment Trust

$
7,263,557

$
4,073,201

$
15,696,940

$
10,542,411

~~Loan Servicing~~

Our mortgage loan servicing segment performs mortgage loan administration, collection, and default management activities, including the collection and remittance of mortgage loan payments; response to customer inquiries; accounting for principal and interest; holding custodial (impounded) funds for the payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising foreclosures and property dispositions. We service a diverse portfolio of mortgage loans both as the owner of MSRs and on behalf of other MSR or mortgage owners. We provide servicing for conventional and government-insured or guaranteed mortgage loans (“prime servicing”), as well as servicing for distressed mortgage loans that have been acquired as investments by our Advised Entities (“special servicing”) and we have acquired through the assumption of mortgage servicing liabilities. As of September 30, 2016, the portfolio of mortgage loans that we serviced or subserviced totaled approximately $182.1

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~~billion in UPB.~~

~~Investment Management~~

We are an investment manager through our subsidiary, PCM. PCM currently manages the Advised Entities. The Advised Entities had combined net assets of approximately $1.6 billion as of September 30, 2016. For these activities, we earn management fees as a percentage of the respective Advised Entities’ net assets and incentive compensation based on the entities’ performance.

~~Observations on Current Market Conditions~~

Our business is affected by macroeconomic conditions in the United States, including economic growth, unemployment rates, the residential housing market and interest rate levels and expectations. The U.S. economy continues to grow, albeit at a modest pace, as reflected in recent economic data. During the third quarter of 2016, U.S. real gross domestic product expanded at an annual rate of 2.9% compared to 2.0% for the third quarter of 2015 and 1.4% for the second quarter of 2016. The national seasonally adjusted unemployment rate was 5.0% at September 30, 2016 compared to 4.9% at June 30, 2016 and 5.1% at September 30, 2015. Delinquency rates on residential real estate loans remain elevated compared to historical rates, but have been steadily declining. As reported by the Federal Reserve Bank, during the second quarter of 2016, the delinquency rate on residential real estate loans held by commercial banks was 4.6%, a reduction from 5.8% during the second quarter of 2015.

Residential real estate activity remains strong. The seasonally adjusted annual rate of existing home sales for September 2016 was 0.6% higher than for September 2015, and the national median existing home price for all housing types was $234,200, a 5.6% increase from September 2015 (Source: National Association of Realtors®). On a national level, foreclosure filings during the quarter ended September 30, 2016 decreased by 10% as compared to the quarter ended September 30, 2015. However, foreclosure activity is expected to remain above historical average levels through 2016 and beyond.

Changes in fixed-rate residential mortgage loan interest rates generally follow changes in long-term U.S. Treasury yields. Thirty-year fixed mortgage interest rates ranged from a low of 3.41% to a high of 3.50% during the third quarter of 2016 while during the third quarter of 2015, thirty-year fixed mortgage interest rates ranged from a low of 3.84% to a high of 4.09% (Source: Freddie Mac’s Weekly Primary Mortgage Market Survey). Interest rates generally remained flat in the third quarter of 2016.

Mortgage lenders originated an estimated $580 billion of home loans during the third quarter of 2016, up 27.5% from the third quarter of 2015. Total mortgage originations are forecast to be higher in 2016 versus 2015, with current industry estimates for 2016 averaging $1.9 trillion (Source: average of Fannie Mae, Freddie Mac and Mortgage Bankers Association forecasts).

We believe there is long-term market opportunity for the production of non-Agency jumbo mortgage loans. However, most new jumbo mortgage loans are either being originated or purchased by banks, and the current market for jumbo mortgage loan securitizations is limited, as evidenced by weak demand and inconsistent pricing observed throughout 2015 and the first nine months of 2016. Prime jumbo MBS securitizations totaled $1.0 billion in UPB during the third quarter of 2016, a decrease from $2.1 billion during the third quarter of 2015. During the nine months ended September 30, 2016, we produced approximately $14 million in UPB of jumbo loans compared to $111 million in UPB of jumbo loans produced during the nine months ended September 30, 2015.

In our capacity as an investment manager, we expect to see a continued supply of distressed whole loans; however, we believe the pricing for recent transactions has been less attractive for buyers. We are transitioning PMT’s portfolio away from distressed whole loans to correspondent-related investments such as CRT and MSRs, and we continue to monitor the market to assess best execution opportunities for distressed portfolio investments held by the Advised Entities.

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Results of Operations

During the quarter ended September 30, 2017, certain areas of the United States were impacted by hurricanes, primarily in Texas, Florida and Georgia. A portion of our servicing portfolio is in government-declared disaster areas affected by these events. We have evaluated the effect of these events on our assets, including the valuation of our MSRs and servicing advances, based on the information that is currently available to us. We have concluded that most of our loss exposure is addressed by borrower hazard insurance and the Agency guarantees relating to the affected loans. Prospectively we expect to incur increased servicing costs to address borrower needs, including the establishment of forbearance plans and, where necessary, loan modifications or liquidations for affected borrowers. We also expect to incur increased losses on defaulted government loans for certain uninsured property damage that is also not covered by Agency insurance or guarantees. While we expect to incur elevated servicing costs over the next year, we do not expect significant negative effects on our earnings as a result of these events.

Our results of operations are summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Revenues:
Net gains on mortgage loans held for sale at fair value	$	182,121	$	82,646	$	403,848	$	241,979	$	108,136	$	182,121	$	293,183	$	403,848
Mortgage loan origination fees		34,621		29,448		85,962		70,551		33,168		34,621		88,935		85,962
Fulfillment fees from PennyMac Mortgage Investment Trust		27,255		17,553		59,301		45,752		23,507		27,255		61,184		59,301
Net mortgage loan servicing fees		45,864		57,258		89,938		152,583		78,081		45,864		199,157		89,938
Management fees & Carried Interest		5,628		7,939		18,107		24,806		5,058		5,628		16,552		18,107
Net interest expense		(4,807)		(5,891)		(17,177)		(11,952)
Net interest income (expense)										1,950		(4,807)		(5,569)		(17,177)
Other		713		252		2,623		2,151		735		713		3,387		2,623
Total net revenue		291,395		189,205		642,602		525,870		250,635		291,395		656,829		642,602
Expenses		152,117		115,282		388,927		323,910		156,491		152,117		442,693		388,927
Provision for income taxes		16,976		8,575		30,535		23,308		11,652		16,976		26,512		30,535
Net income	$	122,302	$	65,348	$	223,140	$	178,652	$	82,492	$	122,302	$	187,624	$	223,140

Income before provision for income taxes by segment:
Mortgage banking:
Production	$	149,813	$	77,739	$	322,726	$	221,452	$	68,958	$	149,813	$	183,168	$	322,726
Servicing		(10,739)		(6,056)		(71,170)		(26,618)		24,471		(10,739)		26,674		(71,170)
Total mortgage banking		139,074		71,683		251,556		194,834		93,429		139,074		209,842		251,556
Investment management		204		2,180		2,070		7,066		715		204		4,294		2,070
Non-segment activities (1)		—		60		49		60		—		—		—		49
	$	139,278	$	73,923	$	253,675	$	201,960	$	94,144	$	139,278	$	214,136	$	253,675
During the period:
Interest rate lock commitments issued	$	16,331,883	$	11,237,991	$	37,996,911	$	30,619,804	$	13,231,800	$	16,331,883	$	37,827,350	$	37,996,911
Fair value of mortgage loans purchased and originated for sale:
Government-insured or guaranteed loans acquired from PennyMac Mortgage Investment Trust	$	12,360,845	$	11,350,129	$	29,144,685	$	24,864,697
Mortgage loans originated through consumer direct channel		1,688,256		1,053,500		4,418,965		3,106,148
Commercial real estate		3,549		—		9,461		—
	$	14,052,650	$	12,403,629	$	33,573,111	$	27,970,845
Unpaid principal balance of mortgage loans fulfilled for PennyMac Mortgage Investment Trust	$	7,263,557	$	4,073,201	$	15,696,940	$	10,542,411	$	6,530,036	$	7,263,557	$	17,079,969	$	15,696,940

	September 30,		December 31,
	2016		2015
Unpaid principal balance of mortgage loan servicing portfolio:
Unpaid principal balance of mortgage loan servicing portfolio at period end:
Owned:
Mortgage servicing rights	$	121,312,988	$	110,602,704					$	162,799,577	$	121,312,988
Mortgage servicing liabilities		1,717,859		806,897						1,512,632		1,717,859
Mortgage loans held for sale		2,945,465		1,052,485						2,858,642		2,945,465
		125,976,312		112,462,086						167,170,851		125,976,312
Subserviced for Advised Entities		56,100,331		47,810,632						71,201,957		56,100,331
	$	182,076,643	$	160,272,718					$	238,372,808	$	182,076,643
Net assets of Advised Entities:
PennyMac Mortgage Investment Trust	$	1,354,918	$	1,496,113					$	1,610,565	$	1,354,918
Investment Funds		201,802		231,745						29,955		201,802
	$	1,556,720	$	1,727,858					$	1,640,520	$	1,556,720

(1)

Relates to parent Company interest expense eliminated in consolidation.

Net income increased $57.0 million and $44.5 million during the quarter and nine months ended September 30, 2016, respectively, compared to the same periods in 2015. These changes reflect the effects on our mortgage banking activities of decreasing interest rates during the first nine months of 2016 as compared to the same period of 2015. The increase in net income during the quarter and nine months ended September 30, 2016, compared to the same periods in 2015, was primarily due to an increase in ~~netgains on mortgage loans held for sale at fair value~~ ~~that was partially offset by a decrease in~~ ~~net mortgage loan servicing fees~~ ~~and an increase in expenses incurred to accommodate our growth.~~

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Net income decreased $39.8 million and $35.5 million during the quarter and nine month period ended September 30, 2017, respectively, compared to the same periods in 2016. The decreases were primarily due to a decrease in Net gains on mortgage loans held for sale at fair value resulting primarily froma decrease in our production profit margins. The decrease in interest rate lock volume during the quarter ended September 30, 2017, reflects the generally rising interest rates in the mortgage market, which has a negative influence on demand for mortgage lending. Reduced demand negatively influences profit margins by causing increased price competition in the mortgage marketplace. The decrease in Net gains on mortgage loans held for sale at fair value was partially offset by an increase in Net mortgage loan servicing fees which reflects both growth in the our servicing portfolio and improved fair value adjustments.

Net Gains on Mortgage Loans Held for Sale at Fair Value

Most of our mortgage loan production is centered in government-insured or guaranteed loans. Over recent periods, the margins on correspondent government-insured or guaranteed mortgage loans have tended to be higher than those on conventional correspondent production. Government-insured or guaranteed mortgage lending is not as competitive as conventional conforming mortgage lending due to the added complexity involved in the origination and servicing of government-insured or guaranteed mortgage loans. We source the majority of our government-insured or guaranteed mortgage loan production through PMT. PMT is not approved by Ginnie Mae as an issuer of Ginnie Mae-guaranteed securities which are backed by government-insured or guaranteed mortgage loans. We purchase the government-insured or guaranteed mortgage loans that PMT acquires through its correspondent ~~lending~~production activities and pay PMT a sourcing fee ranging from two to three and one-half basis points on the UPB of such mortgage loans.

During the quarter and nine months ended September 30, ~~2016,~~2017, we recognized ~~net~~Net gains on mortgage loans held for sale at fair value totaling ~~$182.1~~$108.1 million and ~~$403.8~~$293.2 million, respectively, ~~increases~~a decrease of ~~$99.5~~$74.0 million and ~~$161.9~~$110.7 million, ~~from~~respectively, compared to the same periods in ~~2015.~~2016. The ~~increase~~decrease was primarily due to ~~growth~~a decrease in ~~the volume of mortgage loans that we committed to purchase or originate and an improvement in production margins resulting from an increase in volume of~~ our ~~consumer direct channel, which earns higher margins than our correspondent production channel.~~

~~Our~~ ~~net gains~~profit margin on mortgage ~~loans held for sale at fair value~~ include both cash and non-cash elements. We receive proceeds on sale that include both cash and our estimate of the fair value of the MSRs and mortgage servicing liabilities created or incurred in such transactions. During the quarter and nine months ended September 30, 2016, the ~~net gains on mortgage loans held for sale at fair value~~ included $144.0 million and $371.8 million, respectively, in fair value of MSRs received, net of mortgage servicing liabilities incurred. During the quarter and nine months ended September 30, 2016, the ~~net gains on mortgage loans held for sale at fair value~~ ~~also included $0.9 million and $5.2 million, respectively, of provision for representations and warranties resulting from~~ loan ~~sales and a $6.6 million reduction in liability relating to mortgage loans sold in prior periods. During the quarter and nine months ended September 30, 2015, the~~ production.~~net gains on mortgage loans held for sale at fair value~~ included $153.3 million and $340.2 million, respectively, in fair value of MSRs received as proceeds on sale, net of mortgage servicing liabilities incurred and $2.3 million and $5.5 million, respectively, of provision for representations and warranties.

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Our net gains on mortgage loans held for sale are summarized below:


	Quarter ended September 30,				Nine months ended September 30,				Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands)								(in thousands)

Cash (loss) gain:
From non-affiliates:
Cash (loss) gain :
Mortgage loans	$	40,381	$	(33,957)	$	82,612	$	(70,171)	$	(40,747)	$	40,381	$	(98,408)	$	82,612
Hedging activities		(13,526)		(51,469)		(163,659)		(51,803)		(14,592)		(13,526)		(8,168)		(163,659)
		26,855		(85,426)		(81,047)		(121,974)		(55,339)		26,855		(106,576)		(81,047)
Non-cash gain:
Mortgage servicing rights and mortgage servicing liabilities resulting from mortgage loan sales, net		143,960		153,338		371,805		340,214
Mortgage servicing rights and mortgage servicing liabilities resulting from mortgage loan sales										154,763		143,960		419,968		371,805
Provision for losses relating to representations and warranties:
Pursuant to mortgage loan sales		(852)		(2,292)		(5,220)		(5,535)		(1,596)		(852)		(4,294)		(5,220)
Reduction in liability due to change in estimate		6,648		—		6,648		—		1,194		6,648		3,086		6,648
Change in fair value of mortgage loans and derivative financial instruments outstanding at period end:
Interest rate lock commitments		15,256		15,800		61,744		11,137		8,226		15,256		(5,008)		61,744
Mortgage loans		5,964		16,809		37,481		16,890		3,376		5,964		(2,554)		37,481
Hedging derivatives		(14,020)		(12,485)		17,994		7,090		(12,389)		(14,020)		(19,023)		17,994
		183,811		85,744		409,405		247,822		98,235		183,811		285,599		409,405
Recapture payable to PennyMac Mortgage Investment Trust		(1,690)		(3,098)		(5,557)		(5,843)
From PennyMac Mortgage Investment Trust										9,901		(1,690)		7,584		(5,557)
	$	182,121	$	82,646	$	403,848	$	241,979	$	108,136	$	182,121	$	293,183	$	403,848
During the period:
Unpaid principal balance of mortgage loans sold	$	13,265,227	$	12,197,731	$	31,646,787	$	28,379,856
Interest rate lock commitments issued:
Conventional mortgage loans	$	1,052,984	$	1,754,847	$	2,447,352	$	5,190,855	$	845,294	$	1,052,984	$	2,318,380	$	2,447,352
Government-insured or guaranteed mortgage loans		15,278,899		9,483,144		35,549,559		25,428,949		12,386,506		15,278,899		35,508,970		35,549,559
	$	16,331,883	$	11,237,991	$	37,996,911	$	30,619,804	$	13,231,800	$	16,331,883	$	37,827,350	$	37,996,911
Period end:
At period end:
Mortgage loans held for sale at fair value	$	3,127,377	$	1,696,980					$	2,935,593	$	3,127,377
Commitments to fund and purchase mortgage loans	$	4,674,721	$	2,781,551					$	3,759,403	$	4,674,721

Provision for Losses on Representations and Warranties

We record our estimate of the losses that we expect to incur in the future as a result of claims against us in connection with the representations and warranties we provide to the purchasers and insurers of the mortgage loans we sell in our Net gains on sale of mortgage loans held for sale at fair value. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the mortgage loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.

In the event of a breach of our representations and warranties, we may be required to either repurchase the mortgage loans with identified defects or indemnify the purchaser or insurer against future credit losses. In such cases, we bear any subsequent credit loss on the mortgage loans. Our credit loss may be reduced by any recourse we have to correspondent ~~lenders~~originators that sold such mortgage loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of related repurchase losses from that correspondent ~~lender.~~seller.

The method we use to estimate our losses on representations and warranties is a function of our estimate of future defaults, mortgage loan repurchase rates, the severity of loss in the event of defaults and the probability of

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reimbursement by the correspondent mortgage loan seller. We establish a liability at the time we sell loans ~~are sold~~ and review our liability estimate on a periodic basis.

We recorded provisions for losses under representations and warranties relating to current mortgage loan sales as a component of Net gains on mortgage loans held for sale at fair value totaling $1.6 million and $4.3 million during the quarter and nine months ended September 30, 2017, respectively, compared to $0.9 million and $5.2 million during the quarter and nine months ended September 30, ~~2016, respectively, compared to $2.3~~2016. We also recorded reductions in the liability of $1.2 million and ~~$5.5~~$3.1 million during the quarter and nine months ended September 30, ~~2015. The decrease in provision for losses under representations and warranties~~2017, respectively, compared to $6.6 million during the ~~quarter and nine months~~same periods ended September 30, ~~2016 compared to~~2016. The reductions in the ~~same periods~~liability resulted from changes in ~~2015 was due to use of lower expected loss rates~~estimates relating to ~~current sales based, in part, on our favorable loss experience relating to similar loans originated in earlier periods, partly offset by an increase in~~better-than anticipated credit performance of seasoned mortgage loan ~~sales activity during 2016 as compared to 2015. We also recorded a reduction in liabilities~~pools along with additional reductions relating to mortgage loans ~~sold in prior periods totaling $6.6 million during~~meeting previously announced limitations on pursuit by the ~~quarter and nine months ended September 30, 2016. We recorded this reduction due to our losses continuing to be realized at lower-than anticipated levels due in part to the high rate~~Agencies of ~~refinancing activity resulting from the historically low interest rates in the~~claims on mortgage ~~market over recent periods.~~loans with certain performance histories.

Following is a summary of mortgage loan repurchase ~~and loss~~ activity and the UPB of mortgage loans subject to representations and warranties:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
During the period:
Indemnification activity
Mortgage loans indemnified by PFSI at beginning of period	$	4,872	$	3,070	$	3,470	$	1,521	$	6,797	$	4,872	$	5,599	$	3,470
New indemnifications		—		214		1,855		1,763		1,572		—		2,984		1,855
Less:
Indemnified mortgage loans repurchased		—		—		—		—		303		—		303		—
Indemnified mortgage loans repaid or refinanced		—		—		(453)		—
Indemnified mortgage loans sold, repaid or refinanced										388		—		602		453
Mortgage loans indemnified by PFSI at end of period	$	4,872	$	3,284	$	4,872	$	3,284	$	7,678	$	4,872	$	7,678	$	4,872
Repurchase activity
Total mortgage loans repurchased by PFSI	$	2,126	$	5,301	$	13,525	$	17,082	$	5,347	$	2,126	$	16,867	$	13,525
Less:
Mortgage loans repurchased by correspondent lenders		2,865		4,768		9,205		13,044		4,443		2,865		11,853		9,205
Mortgage loans repaid by borrowers or resold with defects resolved		466		2,726		1,607		4,684		2,964		466		8,515		1,607
Net mortgage loans (sold back to correspondents) repurchased by PFSI with losses chargeable to liability for representations and warranties	$	(1,205)	$	(2,193)	$	2,713	$	(646)
Net mortgage loans (repaid or resold) repurchased by PFSI with losses chargeable to liability for representations and warranties									$	(2,060)	$	(1,205)	$	(3,501)	$	2,713
Net losses charged to liability for representations and warranties	$	8	$	71	$	710	$	316	$	297	$	8	$	602	$	710

	September 30,		December 31,
	2016		2015
At period end:
Unpaid principal balance of mortgage loans subject to representations and warranties	$	80,050,420	$	60,687,246					$	114,531,205	$	80,050,420
Liability for representations and warranties	$	18,473	$	20,611					$	19,673	$	18,473

During the quarter and nine months ended September 30, ~~2016,~~2017, we repurchased mortgage loans totaling ~~$2.1~~$5.3 million and ~~$13.5~~$16.9 million, respectively, in ~~UPB, respectively.~~UPB. We recorded losses of ~~$8,000~~$297,000 and ~~$710,000~~$602,000, respectively, net of

~~Table of Contents~~

recoveries from correspondent ~~lenders,~~sellers as a result of these ~~repurchases.~~repurchases during the quarter and nine months ended September 30, 2017. As the outstanding balance of mortgage loans we purchase and sell subject to representations and warranties increases and the loans sold continue to season, we expect that the level of repurchase activity ~~to continue to~~may increase.

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The level of the liability for losses under representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, purchaser or insurer loss mitigation strategies, and other external conditions that may change over the lives of the underlying mortgage loans. Our estimate of the liability for representations and warranties is developed by our credit administration staff and approved by our senior management credit committee which includes our senior executives and senior management in our loan production, loan servicing and credit risk management areas.

Our representations and warranties are generally not subject to stated limits of exposure. However, we believe that the current UPB of mortgage loans sold by us to date represents the maximum exposure to repurchases related to representations and warranties.

Other mortgage loan production-related revenues

Mortgage loan origination fees ~~increased $5.2~~decreased $1.5 million and ~~$15.4~~increased $3.0 million during the quarter and nine months ended September 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015~~2016. The decrease is due to a reduction in our loan production volumes during the quarter ended September 30, 2017, and the increase is primarily due to ~~growth~~an increase in the volume of correspondent purchases during the nine months ended September 30, 2017 compared to the same period in ~~our loan production activities.~~2016.

Fulfillment fees from PMT, which represent fees we collect for services we perform on behalf of PMT in connection with its acquisition, packaging and sale of mortgage loans, are calculated as a percentage of the UPB of the mortgage loans we fulfill for PMT. Fulfillment fees ~~increased $9.7~~decreased $3.7 million and ~~$13.5~~increased $1.9 million during the quarter and nine months ended September 30, ~~2016~~2017, respectively, compared to the same periods in ~~2015.~~2016. The ~~effect of the increase~~changes are due to a decrease in PMT’s loan production volume ~~of mortgage loans we fulfilled for PMT was partially offset by~~and a ~~reduction in the average~~lower fulfillment fee rate ~~we charged~~ during ~~2016~~2017 as compared to ~~2015.~~2016 as a result of a modification to the mortgage banking services agreement in September 2016.

Summarized below are our fulfillment fees:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Fulfillment fee revenue	$	27,255	$	17,553	$	59,301	$	45,752	$	23,507	$	27,255	$	61,184	$	59,301
Unpaid principal balance of mortgage loans fulfilled	$	7,263,557	$	4,073,201	$	15,696,940	$	10,542,411	$	6,530,036	$	7,263,557	$	17,079,969	$	15,696,940
Average fulfillment fee rate (in basis points)		38		43		38		43		36		38		36		38

Net mortgage loan servicing fees

Our net mortgage loan servicing fees are summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Net mortgage loan servicing fees:
Mortgage loan servicing fees:
From non-affiliates	$	98,865	$	83,424	$	282,962	$	200,392	$	126,416	$	98,865	$	345,231	$	282,962
From PennyMac Mortgage Investment Trust		11,039		11,736		38,919		34,542		11,402		11,039		31,987		38,919
From Investment Funds		770		796		2,194		1,917		416		770		1,455		2,194
Ancillary and other fees		11,913		10,096		34,183		33,131		15,548		11,913		38,616		34,183
		122,587		106,052		358,258		269,982		153,782		122,587		417,289		358,258
Amortization, impairment and change in fair value of mortgage servicing rights and excess servicing spread financing		(76,723)		(48,794)		(268,320)		(117,399)
Amortization, impairment and change in fair value of mortgage servicing rights and excess servicing spread financing net of hedging results										(75,701)		(76,723)		(218,132)		(268,320)
Net mortgage loan servicing fees	$	45,864	$	57,258	$	89,938	$	152,583	$	78,081	$	45,864	$	199,157	$	89,938
Average mortgage loan servicing portfolio	$	176,375,932	$	147,877,985	$	169,168,044	$	128,119,464	$	233,954,220	$	176,375,932	$	214,924,222	$	169,168,044

~~Table of Contents~~

~~Following is a summary of our mortgage loan servicing portfolio in UPB:~~

September 30,

December 31,

2016

2015

(in thousands)

Mortgage loans serviced

Prime servicing:

Owned

Mortgage servicing rights

Originated

$
78,732,061

$
59,880,349

Acquired

42,580,927

50,722,355

121,312,988

110,602,704

Mortgage servicing liabilities–Originated

1,717,859

806,897

Mortgage loans held for sale

2,945,465

1,052,485

125,976,312

112,462,086

Subserviced for Advised Entities

53,247,024

43,963,378

Total prime servicing

179,223,336

156,425,464

Special servicing–Subserviced for Advised Entities

2,853,307

3,847,254

Total mortgage loans serviced

$
182,076,643

$
160,272,718

Net mortgage loan servicing fees decreased approximately $11.4 million and $62.6 million during the quarter and nine months ended September 30, 2016, respectively, compared to the same periods in 2015, primarily due to the effect on net mortgage loan servicing fees of fair value driven adjustments recognized during 2016 as compared to 2015, partially offset by an increase in mortgage loan servicing fees resulting from a larger portfolio. The lower interest rates that have prevailed through much of 2016 as well as higher costs of capital for the primary purchasers of government MSRs had a negative effect on the fair value of our MSRs. As a result, we recognized fair value adjustments net of hedging results totaling $15.9 million and $103.7 million during the quarter and nine months ended September 30, 2016, respectively, compared to $7.2 million and $20.3 million during the quarter and nine months ended September 30, 2015, respectively.

Amortization and realization of cash flows also increased by $19.3 million and $67.6 million for the quarter and nine months ended September 30, 2016, respectively, as compared to the periods ended September 30, 2015. These increases reflect both growth in our investment in MSRs and acceleration of amortization owing to a shortened expected life as interest rates have declined. These adjustments were partially offset by increased servicing fees from growth in our mortgage loan servicing portfolio.

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Amortization, impairment and change in fair value of mortgage servicing rights and mortgage servicing liabilities are summarized below:



	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Amortization and realization of cash flows	$	(65,751)	$	(56,637)	$	(169,693)	$	(154,404)
Other changes in fair value of, and provision for impairment of, mortgage servicing rights and mortgage servicing liabilities		(21,952)		(43,219)		(46,178)		(297,594)
Change in fair value of excess servicing spread		4,828		4,107		14,757		40,984
Hedging results		7,174		19,026		(17,018)		142,694
Total fair value adjustments, net of hedging results		(9,950)		(20,086)		(48,439)		(113,916)
Total amortization, impairment and change in fair value of mortgage servicing rights, mortgage servicing liabilities and excess servicing spread	$	(75,701)	$	(76,723)	$	(218,132)	$	(268,320)
Average mortgage servicing rights balances:
Carried at lower of amortized cost or fair value	$	1,235,077	$	804,172	$	1,199,327	$	776,706
Carried at fair value		551,740		511,156		534,918		568,419
	$	1,786,817	$	1,315,328	$	1,734,245	$	1,345,125
Average mortgage servicing liabilities	$	15,421	$	9,174	$	15,084	$	6,093

Mortgage servicing rights at period end:
Carried at lower of amortized cost or fair value	$	1,360,501	$	845,646
Carried at fair value		655,984		492,028
	$	2,016,485	$	1,337,674
Mortgage servicing liabilities at period end	$	16,076	$	13,045

Following is a summary of our mortgage loan servicing portfolio in UPB:

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Amortization of mortgage servicing rights carried at lower of amortized cost or fair value and realization of cash flows of mortgage servicing rights carried at fair value

$
(60,847)

$
(41,594)

$
(164,669)

$
(97,082)

Other changes in fair value of mortgage servicing rights and mortgage servicing liabilities carried at  fair value and provision for impairment of mortgage servicing rights carried at lower of amortized cost or fair value

(39,009)

(47,926)

(287,329)

(50,250)

Change in fair value of excess servicing spread

4,107

10,271

40,984

10,674

Hedging results

19,026

30,455

142,694

19,259

Total fair value adjustments, net of hedging results

(15,876)

(7,200)

(103,651)

(20,317)

Total amortization, impairment and change in fair value of mortgage servicing rights and excess servicing spread

$
(76,723)

$
(48,794)

$
(268,320)

$
(117,399)

Average mortgage servicing rights balances:

Carried at lower of amortized cost or fair value

$
804,172

$
604,128

$
776,706

$
504,392

Carried at fair value

511,156

649,608

568,419

484,153

$
1,315,328

$
1,253,736

$
1,345,125

$
988,545

September 30,

December 31,

2016

2015

Mortgage servicing rights:

Carried at lower of amortized cost or fair value

$
845,646

$
751,688

Carried at fair value

492,028

660,247

$
1,337,674

$
1,411,935



	September 30,		December 31,
	2017		2016
	(in thousands)
Mortgage loans serviced
Prime servicing:
Owned:
Mortgage servicing rights
Originated	$	113,590,527	$	89,516,155
Acquired		49,209,050		39,660,951
		162,799,577		129,177,106
Mortgage servicing liabilities		1,512,632		2,074,896
Mortgage loans held for sale		2,858,642		2,101,283
		167,170,851		133,353,285
Subserviced for Advised Entities		69,498,140		58,327,748
Total prime servicing		236,668,991		191,681,033
Special servicing – Subserviced for Advised Entities		1,703,817		2,558,969
Total mortgage loans serviced	$	238,372,808	$	194,240,002

Net mortgage loan servicing fees increased $32.2 million and $109.2 million during the quarter and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increases were due to a combination of increased mortgage loan servicing fees resulting from growth in our mortgage loan servicing portfolio and decreased net losses in fair value and impairment of MSRs and MSLs, net of hedging results, resulting from a smaller decline in interest rates during these periods in 2017 compared to 2016.

Mortgage loan servicing fees increased $31.2 million and $59.0 million during the quarter and nine months

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ended September 30, 2017, respectively, compared to the same periods in 2016 reflecting increases in our average servicing portfolio of 33% and 27% for the quarter and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increase was partially offset by decreasing mortgage loan servicing fees from the Advised Entities due to a reduction in fees related to the servicing of distressed mortgage loans as their distressed mortgage loan portfolios continue to liquidate. The decrease of $1.0 million and $50.2 million in amortization, impairment and MSR, MSL and ESS valuation adjustments during the quarter and nine months ended September 30, 2017, respectively, compared to the same periods in 2016 reflect the effect of interest rates, which were higher and declined less steeply during these periods in 2017 compared to 2016. Higher interest rates discourage refinancings which extend the expected life of the servicing asset, thereby contributing to a smaller decline in the fair value of MSRs.

Management fees and Carried Interest

Management fees and Carried Interest are summarized below:


	Quarter ended September 30,				Nine months ended September 30,				Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(in thousands)								(in thousands)
Management fees:
PennyMac Mortgage Investment Trust:
Base management	$	5,025	$	5,742	$	15,576	$	17,181	$	6,038	$	5,025	$	16,380	$	15,576
Performance incentive		—		—		—		1,343		—		—		304		—
		5,025		5,742		15,576		18,524		6,038		5,025		16,684		15,576
Investment Funds		496		714		1,587		3,384		178		496		913		1,587
Total management fees		5,521		6,456		17,163		21,908		6,216		5,521		17,597		17,163
Carried Interest		107		1,483		944		2,898		(1,158)		107		(1,045)		944
Total management fees and Carried Interest	$	5,628	$	7,939	$	18,107	$	24,806	$	5,058	$	5,628	$	16,552	$	18,107

	September 30,		December 31,
	2016		2015
	(in thousands)
Net assets of Advised Entities:
Net assets of Advised Entities at period end:
PennyMac Mortgage Investment Trust	$	1,354,918	$	1,496,113					$	1,610,565	$	1,354,918
Investment Funds		201,802		231,745						29,955		201,802
	$	1,556,720	$	1,727,858					$	1,640,520	$	1,556,720

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~~Management~~Base management fees from PMT ~~decreased $717,000~~increased $1.0 million and ~~$2.9~~$1.1 million during the quarter and nine months ended September 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015.~~2016. The ~~decrease was~~changes were due to increases in PMT’s average shareholders’ equity, upon which its base management fees are calculated. The increase of PMT’s average shareholders’ equity during the quarter ended September 30, 2017 compared to the same period in 2016 is primarily due ~~to:~~

a decrease in base management fees of $717,000 and $1.6 million, respectively, due primarily to the effect of a share repurchase program on PMT’s shareholders’ equity upon which its base management fee is based; and

~~a decrease in performance incentive fees resulting from a decline in PMT’s financial performance over the four-quarter period upon which the incentive fees were~~to the issuance of additional equity by PMT in the form of preferred shares. The performance incentive fees increased $304,000 during the nine months ended September 30, 2017 resulting from an increase in PMT’s net income during the period over which incentive fees are calculated.

Management fees from the Investment Funds decreased ~~$218,000~~$318,000 and ~~$1.8 million~~$674,000, respectively, during the quarter and nine months ended September 30, ~~2016, respectively,~~2017, compared to the same periods in ~~2015.~~2016. The ~~decrease was~~decreases were due to a reduction in the Investment Funds’ net asset values as a result of ~~continued distributions to~~ the ~~Investment Funds’ investors following the end~~substantial liquidation of the Investment Funds’ ~~commitment period.~~investments during the nine months ended September 30, 2017.

Carried Interest income from Investment Funds decreased ~~$1.4~~$1.3 million and $2.0 million during the quarter and nine months ended September 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015.~~2016. The decreases were driven by the sale of substantially all of the assets of the Investment Funds during the quarter ended September 30, 2017 and subsequent revaluation of the Investment Funds’ assets upon which the Carried Interest is based.

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Other revenues

Net interest income increased $6.8 million and net interest expense decreased ~~$1.1 million and increased $5.2~~$11.6 million during the quarter and nine months ended September 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015.~~2016. The ~~$1.1 million~~increase in interest income and the decrease isin interest expense are primarily due to an increase in interest income on mortgage loans held for sale as a result of an increase in average mortgage loan inventory and an increase in the placement fees we receive relating to the custodial funds that we manage, partially offset by an increase in interest expense ~~resulting from asset~~incurred to fund the growth in our average inventory of mortgage loans held for sale and ~~increased borrowing costs. The $5.2 million increase is primarily due~~ to ~~increased leverage and increased interest expense on mortgage loan prepayments.~~finance our MSRs.

Change in fair value of investment in and dividends received from PMT ~~increased $145,000 and $425,000~~ decreased $20,000 during the quarter ended September 30, 2017, compared to the same period in 2016, and increased $52,000 during the nine months ended September 30, ~~2016, respectively,~~2017, compared to the same ~~periods~~period in ~~2015 due to improved~~2016. The changes reflect the share price ~~performance~~fluctuations in our investment in PMT. We held 75,000 common shares of PMT during each of the periods ended September 30, ~~2016~~2017 and ~~2015,~~2016, with fair value of $1.3 million and $1.2 million, respectively, at the end of each period.

Expenses

Compensation

Our compensation expense is summarized below:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)
Salaries and wages	$	55,464	$	44,299	$	153,687	$	119,948	$	58,179	$	55,464	$	171,053	$	153,687
Incentive compensation		26,623		17,484		52,374		45,968		20,821		26,623		44,449		52,374
Taxes and benefits		9,155		7,475		26,700		21,317		10,174		9,155		31,489		26,700
Stock and unit-based compensation		4,890		4,871		14,816		15,462		4,243		4,890		14,633		14,816
	$	96,132	$	74,129	$	247,577	$	202,695	$	93,417	$	96,132	$	261,624	$	247,577
Head count:
Average		2,829		2,416		2,673		2,164		3,046		2,829		2,981		2,673
Period end		2,928		2,483						3,093		2,928

Compensation expense decreased $2.7 million during the quarter ended September 30, 2017 compared to the same period in 2016. The decrease is primarily due to reduced incentive compensation expenses, reflecting lower expected attainment of profitability targets in 2017 as compared to 2016. Compensation expense increased ~~$22.0~~$14.0 million during the nine months ended September 30, 2017 compared to the same period in 2016. The increase was primarily due to an increase in base salaries due to increased average head count resulting from the growth in our mortgage banking activities partially offset by a decrease in incentive compensation due to lower than expected attainment of profitability targets during the nine months ended September 30, 2017 compared to the same period in 2016.

Servicing

Servicing expense increased $2.8 million and ~~$44.9~~$20.0 million during the quarter and nine months ended September 30, ~~2016~~2017, respectively, compared to the same periods in ~~2015.~~ 2016. The ~~increase in compensation expense was~~increases were primarily due to ~~the~~ growth in ~~our~~the Company’s mortgage ~~banking segments.~~

~~Incentive compensation increased primarily due to higher attainment of profitability targets~~loan servicing portfolio during the ~~third~~ quarter ended September 30, 2017 as compared to 2016 and increased early buyouts of delinquent mortgage loans from Ginnie Mae guaranteed pools for the nine months ended September 30, ~~2016 compared to 2015.~~

~~Servicing expense increased $5.4 million and $1.4 million during the quarter and nine months ended September 30, 2016 compared to the same periods in 2015.~~ ~~The increase was primarily due to the growth in our MSR portfolio during 2016~~2017 as compared to ~~2015.~~2016. The early buyout program reduces the ultimate cost of servicing such mortgage loan pools when we purchase and either sell the defaulted mortgage loans to third-party investors or finance them with debt at interest rates below the Ginnie Mae MBS pass-through rate at which we would otherwise be required to advance. Such purchases accelerate loss recognition when the mortgage loans are purchased. However, anticipated losses relating to such servicing advances are contemplated in the valuation of our MSRs and therefore the early buyout of delinquent mortgage loans included in Ginnie Mae guaranteed pools has an offsetting positive effect on our MSR valuation.

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Technology

Technology expense increased ~~$3.1~~$4.2 million and ~~$6.2~~$12.6 million during the quarter and nine months ended September 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015~~2016 primarily due to ~~increased software costs as part of~~ our continued investment in loan production and servicing infrastructure.

Expenses Allocated to PMT

We are reimbursed by PMT for other expenses, including common overhead expenses we have incurred on PMT’s behalf, in accordance with the terms of ~~our management agreement~~the Management Agreement with PMT. We present the expense amounts in the consolidated statements of income net of these allocations.

Common overhead expense amounts allocated to PMT ~~during the periods ended September 30, 2016 and 2015~~ are summarized below:

Quarter ended September 30,

Nine months ended September 30,


2016

2015

2016

2015

(in thousands)

Technology

$
408

$
1,216

$
2,678

$
3,532

Occupancy

538

497

1,623

1,463

Depreciation and amortization

194

531

1,000

1,640

Other

277

450

1,112

1,490

Total expenses

$
1,417

$
2,694

$
6,413

$
8,125


	Quarter ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(in thousands)
Technology	$	306	$	408	$	1,187	$	2,678
Occupancy		319		538		1,141		1,623
Depreciation and amortization		294		194		1,098		1,000
Other		274		277		794		1,112
Total expenses	$	1,193	$	1,417	$	4,220	$	6,413

Provision for Income Taxes

Our effective tax rates were ~~12.2% and 12.0%~~12.4% during the quarter and nine months ended September 30 ~~2016, respectively,~~2017, compared to ~~11.6%~~12.2% and ~~11.5%~~12.0% during the same periods in ~~2015.~~2016, respectively. The difference between our effective tax rate and the statutory rate is primarily due to the allocation of earnings to the noncontrolling interest unitholders. As the noncontrolling interest unitholders convert their ownership units into our shares, we expect an increase in allocated earnings that will be subject to corporate federal and state statutory tax rates, which will in turn increase our effective income tax rate.

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Balance Sheet Analysis

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


	September 30,		December 31,
	2016		2015		September 30,		December 31,
	(in thousands)				2017		2016
					(in thousands)
ASSETS
Cash and short-term investments	$	153,476	$	151,791	$	203,925	$	185,331
Mortgage loans held for sale at fair value		3,127,377		1,101,204		2,935,593		2,172,815
Servicing advances, net		306,150		299,354		262,650		348,306
Receivable from affiliates		166,343		170,281
Investments in and advances to affiliates						166,038		168,863
Carried Interest due from Investment Funds		70,870		69,926		8,547		70,906
Mortgage servicing rights		1,337,674		1,411,935		2,016,485		1,627,672
Mortgage loans eligible for repurchase						584,394		382,268
Other		434,304		300,803		210,737		177,741
Total assets	$	5,596,194	$	3,505,294	$	6,388,369	$	5,133,902

LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings	$	3,405,598	$	1,462,739	$	3,543,525	$	2,580,906
Payable to affiliates		548,330		679,548		450,618		555,052
Liability for mortgage loans eligible for repurchase						584,394		382,268
Other		351,862		300,657		219,541		216,320
Total liabilities		4,305,790		2,442,944		4,798,078		3,734,546
Stockholders' equity		1,290,404		1,062,350		1,590,291		1,399,356
Total liabilities and stockholders' equity	$	5,596,194	$	3,505,294	$	6,388,369	$	5,133,902

Total assets increased ~~$2.1~~$1.3 billion from ~~$3.5~~$5.1 billion at December 31, ~~2015~~2016 to ~~$5.6~~$6.4 billion at September 30, ~~2016.~~2017. The increase was primarily due to an increase of ~~$2.0 billion~~$762.8 million in mortgage loans held for sale at fair value resulting from growth in our mortgage loan ~~production.~~production inventory, an increase of $388.8 million in our investment in MSRs reflecting continued additions from our mortgage loan production activities and servicing portfolio acquisitions and a $202.1 million increase in mortgage loans eligible for repurchase, partially offset by a $85.7 million decrease in servicing advances and a $62.4 million decrease in Carried Interest due from Investment Funds.

Total liabilities increased by ~~$1.9~~$1.1 billion from ~~$2.4~~$3.7 billion as of December 31, ~~2015~~2016 to ~~$4.3~~$4.8 billion as of September 30, ~~2016.~~2017. The increase was primarily attributable to an increase in borrowings to fund growth in our inventory of mortgage loans held for sale at fair value and our investments in MSRs.

Cash Flows

Our cash flows for the nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 are summarized below:


	Nine months ended September 30,						Nine months ended September 30,
	2016		2015		Change		2017		2016		Change
	(in thousands)						(in thousands)

Cash flow activities:
Operating	$	(1,916,072)	$	(519,157)	$	(1,396,915)	$	(646,441)	$	(1,916,072)	$	1,269,631
Investing		98,665		(538,151)		636,816		(285,301)		98,665		(383,966)
Financing		1,806,662		1,028,467		778,195		900,083		1,806,662		(906,579)
Net cash flows	$	(10,745)	$	(28,841)	$	18,096
Net decrease in cash							$	(31,659)	$	(10,745)	$	(20,914)

Our cash flows resulted in a net decrease in cash of ~~$10.7~~$31.7 million during the nine months ended September 30, ~~2016~~2017 as discussed below.

Operating activities

Net cash used in operating activities totaled $646.4 million and $1.9 billion ~~and $519.2 million~~ during the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, primarily due to the growth of our inventory of mortgage loans held for sale at fair value.

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Investing activities

Net cash used in investing activities during the nine months ended September 30, 2017 totaled $285.3 million primarily due to purchases of MSRs totaling $167.5 million. Net cash provided by investing activities during the nine months ended September 30, 2016 totaled $98.7 million primarily due to $173.7 million in net settlements of derivative financial instruments ~~used~~received in our hedging of MSRs partially offset by acquisitions of fixed assets and capitalized software. Net cash used in investing activities during the nine months ended September 30, 2015 totaled $538.2 million primarily due to our purchase of MSRs and advances on a note receivable from PMT that we made during the period.

Financing activities

Net cash provided by financing activities totaled ~~$1.8 billion~~$900.1 million and ~~$1.0~~$1.8 billion during the nine months ended September 30, 2017 and 2016, ~~and 2015, respectively. For the nine months ended September 30, 2016, cash was provided~~respectively, primarily to finance the growth in our inventory of mortgage loans held for sale at fair ~~value. For the nine months ended September 30, 2015, cash was provided primarily to finance mortgage loan inventory~~value and ~~mortgage servicing rights.~~

our investments in MSRs.

Liquidity and Capital Resources

Our liquidity reflects our ability to meet our current obligations (including our operating expenses and, when applicable, the retirement of, and margin calls relating to, our debt, margin calls relating to hedges, tax receivable agreement payments to exchanged Private National Mortgage Acceptance Company LLC unitholders and tax distributions to noncontrolling interest holders), fund new originations and purchases, and make investments as we identify them. We expect our primary sources of liquidity to be through cash flows from business activities, proceeds from borrowings and/or additional equity offerings. We believe that our liquidity is sufficient to meet our current liquidity needs.

Our current leverage strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. Our borrowing activities are in the form of assets sold under agreements to repurchase, sales of mortgage loan participation certificates, ~~a note~~notes payable, ~~a revolving credit agreement,~~the Credit Agreement, ESS and a capital lease. ~~All of our borrowings other than~~While the GMSR term note, ESS and the capital lease have intermediate to long-term maturities, most of our borrowings have short-term maturities and provide for terms of approximately one year. We will continue to finance most of our assets on a short-term basis until longer-term financing becomes more available. Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to renew these facilities in advance of their maturity dates in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.

Our repurchase agreements represent the sales of assets together with agreements for us to buy back the respective assets at a later date. The table below presents the average outstanding, maximum and ending balances:


	Quarter ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		Quarter ended September 30,				Nine months ended September 30,
	(in thousands)								2017		2016		2017		2016
									(in thousands)				(in thousands)
Repurchase agreements outstanding:
Average balance	$	1,515,632	$	975,724	$	1,303,313	$	805,517	$	1,960,332	$	1,515,632	$	1,854,786	$	1,303,313
Maximum daily balance	$	2,550,035	$	1,496,306	$	2,550,035	$	1,496,306	$	2,564,756	$	2,550,035	$	2,581,199	$	2,550,035
Balance at period end	$	2,491,762	$	1,286,411
Balance at end of period									$	2,096,965	$	2,491,366

Our secured financing agreements at PLS require us to comply with various financial covenants. The most significant financial covenants specific to PLS currently include the following:

positive net income ~~during each~~for any calendar quarter;

a minimum in unrestricted cash and cash equivalents of ~~$20~~$40 million;

a minimum tangible net worth of ~~$200~~$500 million;

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

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

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With respect to servicing performed for PMT, PLS is also subject to certain covenants under its debt agreements. Covenants of PLS in PMT’s debt agreements are at least equal to, or less restrictive, than the covenants described above.

In addition to the covenants noted above, our ~~revolving credit agreement~~Credit Agreement (classified as a note payable) and capital lease contain additional financial covenants specific to PennyMac including, but not limited to,

a minimum of cash and carried interest equal to the amount borrowed under the ~~revolving credit agreement;~~Credit Agreement;

a minimum of unrestricted cash and cash equivalents equal to ~~$25~~$40 million;

a minimum tangible net worth of $500 million;

a minimum asset coverage ratio (the ratio of the total asset amount to the total commitment) of 2.5; and

a maximum ratio of total indebtedness to tangible net worth ~~ratio~~ of 5:1.

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

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

We are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency seller/servicers and Ginnie Mae for ~~Agency seller/servicers. Effective December 31, 2015,~~single-family issuers. FHFA and Ginnie Mae have established ~~new~~ minimum liquidity ~~requirements~~ and ~~revised their~~ net worth requirements for ~~their~~ approved non-depository single-family sellers/servicers in the case of ~~Fannie Mae~~FHFA, and ~~Freddie Mac and Ginnie Mae~~ for ~~its~~ approved single-family issuers in the case of Ginnie Mae, as summarized below:

FHFA liquidity requirement is equal to 0.035% (3.5 basis points) of total Agency servicing UPB plus an incremental 200 basis points of the amount by which total nonperforming Agency servicing UPB exceeds 6% of the applicable Agency servicing UPB; allowable assets to satisfy liquidity requirement include cash and cash equivalents (unrestricted), certain investment-grade securities that are available for sale or held for trading including Agency mortgage-backed securities, obligations of Fannie Mae or Freddie Mac, and U.S. Treasury obligations, and unused and available portions of committed servicing advance lines;

FHFA net worth requirement is a minimum net worth of $2.5 million plus 25 basis points of UPB for total 1-4 unit residential mortgage loans serviced and a tangible net worth/total assets ratio greater than or equal to 6%;

Ginnie Mae single-family issuer minimum liquidity requirement is equal to the greater of $1.0 million or 0.10% (10 basis points) of the issuer’s outstanding Ginnie Mae single-family securities, which must be met with cash and cash equivalents; and

Ginnie Mae net worth requirement is equal to $2.5 million plus 0.35% (35 basis points) of the issuer’s outstanding Ginnie Mae single-family obligations.

We believe that we are currently in compliance with the applicable Agency requirements.

We have purchased portfolios of MSRs and have financed them in part through the sale to PMT of the right to receive ESS. The outstanding amount of the ESS financing is based on the current valuation of such ESS and amounts received on the underlying mortgage loans.

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The Repurchase Program allows us to repurchase up to $50 million of the Company’s Class A common stock using open market stock purchases or privately negotiated transactions in accordance with applicable rules and regulations. The Repurchase Program does not have an expiration date and the authorization does not obligate us to acquire any particular amount of Class A common stock. We intend to finance the Repurchase Program through cash on hand.

We continue to explore a variety of means of financing our continued growth, including debt financing through bank warehouse lines of credit, bank loans, repurchase agreements, securitization transactions and corporate debt. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or whether such efforts will be successful.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Off-Balance Sheet Arrangements and Guarantees

As of September 30, ~~2016,~~2017, we have not entered into any off-balance sheet ~~arrangements or guarantees.~~arrangements.

Contractual Obligations

As of September 30, ~~2016,~~2017, we had ~~on-balance~~contractual obligations aggregating $7.9 billion, comprised of borrowings, commitments to purchase and originate mortgage loans, ~~of $4.7 billion, contractual obligations of $2.5 billion~~a payable to ~~finance assets~~exchanged Private National Mortgage Acceptance Company, LLC unitholders under ~~agreements~~a tax receivable agreement, and anticipated payments related to repurchase, $782.9 million to finance assets under our mortgage loan participation and sale agreement, $111 million of notes payable, $280.4 million of ESS transactions and a capital lease transaction secured by certain fixed assets and capitalized software with an outstanding balance of $20.7 million.excess servicing spread financing. We also lease our ~~primary~~ office facilities ~~under an agreement that expires on April 30, 2026~~ and we license certain software to support our loan servicing operations.

All ~~debt financing arrangements~~agreements to repurchase assets and mortgage loan participation and sale agreements that matured between September 30, ~~2016~~2017 and the date of this Report have been renewed, extended or ~~extended.~~ repaid and are described in Note 11—Borrowings in the accompanying consolidated financial statements.

Payment obligations under these agreements are summarized below:


	Payments due by period										Payments due by period
			Less than		1-3		3-5		More than				Less than		1-3		3-5		More than
Contractual obligations	Total		1 year		years		years		5 years		Total		1 year		years		years		5 years
	(in thousands)										(in thousands)

Commitments to purchase and originate mortgage loans	$	4,674,721	$	4,674,721	$	—	$	—	$	—	$	3,759,403	$	3,759,403	$	—	$	—	$	—
Assets sold under agreements to repurchase		2,491,762		2,491,762		—		—		—		2,096,965		2,096,965		—		—		—
Mortgage loan participation and sale agreements		782,942		782,942		—		—		—
Mortgage loan participation purchase and sale agreements												532,266		532,266		—		—		—
Notes payable		111,014		111,014		—		—		—		900,000		—		400,000		500,000		—
Obligations under capital lease		20,700		8,743		11,957		—		—		24,373		12,475		11,898		—		—
Excess servicing spread financing at fair value payable to PennyMac Mortgage Investment Trust (1)		280,367		—		—		—		280,367		248,763		—		—		—		248,763
Payable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement		75,434		—		—		—		75,434		75,076		642		18,845		11,229		44,360
Anticipated interest payments related to excess servicing spread financing at fair value		115,412		17,352		27,807		20,759		49,494		93,591		14,402		23,219		17,309		38,661
Software licenses (2)		43,118		13,126		29,992		—		—		37,113		17,814		19,299		—		—
Office leases		102,296		8,709		24,952		24,985		43,650		99,032		12,943		28,941		22,589		34,559
Total	$	8,697,766	$	8,108,369	$	94,708	$	45,744	$	448,945	$	7,866,582	$	6,446,910	$	502,202	$	551,127	$	366,343

(1)

The ESS financing obligation payable to PMT does not have a stated contractual maturity date and will pay down as the underlying MSRs receive the excess servicing fee ~~rate~~ due to PMT.

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(2)

Software licenses include both volume and activity based fees that are dependent on the number of loans serviced during each period and include a base fee of approximately ~~$1.1~~$1.3 million per month. Estimated payments for software licenses above are based on the number of loans currently serviced by us, which totaled approximately ~~953,000~~1.2 million at September 30, ~~2016.~~2017. Future amounts due may significantly fluctuate based on changes in the number of loans serviced by us. For the nine months ended September 30, ~~2016,~~2017, software license fees totaled ~~$10.4~~$15.2 million. ~~All figures contained in this footnote are in actual amounts and not in thousands (in contrast to the table above).~~

~~Table of Contents~~

The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our assets sold under agreements to repurchase is summarized by counterparty below as of September 30, ~~2016:~~2017:


			~~Weighted average~~
			~~maturity of~~
			~~advances under~~
~~Counterparty~~	~~Amount at risk~~		~~repurchase agreement~~	~~Facility Maturity~~
	~~(in thousands)~~

~~Credit Suisse First Boston Mortgage Capital LLC~~	$	~~820,256~~	~~December 26, 2016~~	~~December 26, 2016~~
~~Credit Suisse First Boston Mortgage Capital LLC~~	$	~~70,451~~	~~December 7, 2016~~	~~March 30, 2017~~
~~Banc of America, N.A.~~	$	~~47,433~~	~~December 18, 2016~~	~~March 29, 2017~~
~~JP Morgan Chase Bank, N.A.~~	$	~~11,800~~	~~December 24, 2016~~	~~August 18, 2017~~
~~Morgan Stanley Bank, N.A.~~	$	~~20,279~~	~~November 18, 2016~~	~~August 25, 2017~~
~~Citibank, N.A.~~	$	~~27,027~~	~~November 6, 2016~~	~~December 2, 2016~~
~~Barclays Bank PLC~~	$	~~76,502~~	~~December 2, 2016~~	~~December 2, 2016~~
~~Royal Bank of Canada~~	$	—		~~September 18, 2017~~


			Weighted average
			maturity of
			advances under
Counterparty	Amount at risk		repurchase agreement	Facility Maturity
	(in thousands)
Credit Suisse First Boston Mortgage Capital LLC	$	331,238	April 27, 2018	April 27, 2018
Credit Suisse First Boston Mortgage Capital LLC	$	141,057	November 10, 2017	April 27, 2018
Bank of America, N.A.	$	105,122	December 21, 2017	May 25, 2018
JPMorgan Chase Bank, N.A.	$	70,425	October 13, 2017	October 13, 2017
Deutsche Bank AG	$	16,532	December 23, 2017	March 31, 2018
Morgan Stanley Bank, N.A.	$	8,109	November 15, 2017	August 24, 2018
Royal Bank of Canada	$	6,970	December 14, 2017	December 29, 2017
Citibank, N.A.	$	6,523	October 30, 2017	March 2, 2018
Barclays Bank PLC	$	2,533	December 1, 2017	December 1, 2017

~~Management Agreements~~

~~PMT Management Agreement~~

We externally manage and advise PMT pursuant to a management agreement. Our management agreement with PMT requires us to oversee PMT’s business affairs in conformity with the investment policies that are approved and monitored by its board of trustees. We are responsible for PMT’s day-to-day management and perform such services and activities related to PMT’s assets and operations as may be appropriate. Pursuant to our management agreement, we collect a base management fee and may collect a performance incentive fee.

Pursuant to our management agreement, we collect a base management fee and may collect a performance incentive fee, both payable quarterly in arrears. The management agreement, as amended and restated, expires on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

The base management fee is calculated at a defined annualized percentage of “shareholders’ equity.” PMT’s “shareholders’ equity” is defined as the sum of the net proceeds from any issuances of its equity securities since inception (weighted for the time outstanding during the measurement period); plus its retained earnings at the end of the quarter; less any amount that PMT pays for repurchases of its common shares (weighted for the time held during the measurement period); and excluding one-time events pursuant to changes in GAAP and certain other non‑~~cash charges after discussions between PCM and PMT’s independent trustees and approval by a majority of PMT’s independent trustees.~~

Pursuant to the management agreement, the base management fee is equal to the sum of (i) 1.5% per year of PMT’s shareholders’ equity up to $2 billion, (ii) 1.375% per year of shareholders’ equity in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of PMT’s shareholders’ equity in excess of $5 billion. The base management fee is paid in cash.

The performance incentive fee is calculated as a defined percentage of the amount by which PMT’s “net income,” on a rolling four-quarter basis and before deducting the incentive fee, exceeds certain levels of annualized return on PMT’s “equity amount.” For purposes of determining the amount of the performance incentive fee, “net income” is defined as net income or loss computed in accordance with GAAP and adjusted to exclude one-time events pursuant to changes in GAAP and certain other non‑cash charges determined after discussions between PCM and PMT’s independent trustees and approval by a majority of PMT’s independent trustees. For this purpose, “equity amount” is the weighted average of the issue price per common share of all of PMT’s public offerings of common shares, multiplied by the weighted average number of common shares outstanding (including restricted share units issued under PMT’s equity incentive plans) in the four-quarter period.

~~Table of Contents~~

The performance incentive fee is calculated quarterly and escalates as net income (stated as a percentage return on equity) increases over certain thresholds. On each calculation date, the threshold amount represents a stated return on equity, plus or minus a “high watermark” adjustment. The performance fee payable for any quarter is equal to: (a) 10% of the amount by which net income for the quarter exceeds (i) an 8% return on equity plus the high watermark, up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark.

The “high watermark” is the quarterly adjustment that reflects the amount by which the net income (stated as a percentage of return on equity) in that quarter exceeds or falls short of the lesser of 8% and the Fannie Mae MBS Yield (the target yield) for such quarter. If the net income is lower than the target yield, the high watermark is increased by the difference. If the net income is higher than the target yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns to zero. As a result, the threshold amount required for PCM to earn a performance incentive fee is adjusted cumulatively based on the performance of PMT’s net income over (or under) the target yield, until the net income in excess of the target yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned. The performance incentive fee may be paid in cash or in PMT common shares (subject to a limit of no more than 50% paid in common shares), at PMT’s option.

Under the management agreement, PCM is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on PMT’s behalf, it being understood that PCM and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of PMT and for which PCM shall be reimbursed $120,000 per fiscal quarter, such amount to be reviewed annually and not preclude reimbursement for any other services performed by PCM or its affiliates.

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

Under the management agreement, PCM may be entitled to a termination fee under certain circumstances. Specifically, the termination fee is payable for (1) PMT’s termination of the management agreement without cause, (2) PCM’s termination of the management agreement upon a default by PMT in the performance of any material term of the agreement that has continued uncured for a period of 30 days after receipt of written notice thereof, or (3) PCM’s termination of the agreement after the termination by PMT without cause (excluding a non-renewal) of the MBS agreement, the MSR recapture agreement, or the servicing agreement (each as described and/or defined below). The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual (or, if the period is less than 24 months, annualized) performance incentive fee earned by PCM during the 24-month period immediately preceding the date of termination.

PMT may terminate the management agreement without the payment of any termination fee under certain circumstances, including, among other circumstances, uncured material breaches by PCM of the management agreement, upon a change in control of PCM (defined to include a 50% change in the shareholding of PCM in a single transaction or related series of transactions or Mr. Stanford L. Kurland’s failure to continue as chief executive officer of PCM to the extent his suitable replacement (in PMT’s discretion) has not been retained by PCM within six months thereof) or upon the termination of the MBS agreement, the MSR recapture agreement or the servicing agreement by PLS without cause.

The management agreement also provides that, prior to the undertaking by PCM or its affiliates of any new investment opportunity or any other business opportunity requiring a source of capital with respect to which PCM or its affiliates will earn a management, advisory, consulting or similar fee, PCM shall present to PMT such new opportunity and the material terms on which PCM proposes to provide services to PMT before pursuing such opportunity with third parties.

~~Table of Contents~~

~~Investment Funds Management Agreements~~

~~We have investment management agreements with the Investment Funds pursuant to which we receive management fees consisting of base management fees and Carried Interest.~~ The limited liability company and limited partnership agreements of the Investment Funds specify that the funds will continue in existence through December 31, 2016, subject to three one-year extensions by PCM at its discretion. PCM has elected to extend the relevant agreements of the Investment Funds for the first of such three one-year extensions.

~~Loan Servicing Agreements~~

~~PMT Loan Servicing Agreement~~

Pursuant to a loan servicing agreement with PMT, PLS provides servicing for PMT’s portfolio of residential mortgage loans and subservicing for its portfolio of MSRs. Such servicing and subservicing provided by PLS includes collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. PLS also engages in certain loan origination activities that include refinancing mortgage loans and financings that facilitate sales of REO. The servicing agreement expires on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

The base servicing fee rates for distressed whole mortgage loans are charged based on a monthly per-loan dollar amount, with the actual dollar amount for each loan based on the delinquency, bankruptcy and/or foreclosure status of such loan or whether the underlying mortgage property has become REO. The base servicing fee rates for distressed whole mortgage loans range from $30 per month for current loans up to $100 per month for loans where the borrower has declared bankruptcy. The base servicing fee rate for REO is $75 per month. To the extent that we facilitate rentals of PMT's REO under its REO rental program, we collect an REO rental fee of $30 per month per REO, an REO property lease renewal fee of $100 per lease renewal, and a property management fee in an amount equal to our cost if property management services and/or any related software costs are outsourced to a third-party property management firm or 9% of gross rental income if we provide property management services directly. We are also entitled to retain any tenant paid application fees and late rent fees and seek reimbursement for certain third-party vendor fees.

We are also entitled to certain activity-based fees for distressed whole mortgage loans that are charged based on the achievement of certain events. These fees range from 0.50% for a streamline modification to 1.50% for a liquidation and $500 for a deed-in-lieu of foreclosure. We are not entitled to earn more than one liquidation fee, reperformance fee or modification fee in any 18-month period.

In addition, because PMT has limited employees and infrastructure, PLS is required to provide a range of services and activities significantly greater in scope than the services provided in connection with a customary servicing arrangement. For these services, PLS receives a supplemental servicing fee of $25 per month for each distressed whole loan. PLS is entitled to reimbursement for all customary, good faith reasonable and necessary out-of-pocket expenses incurred by PLS in performance of its servicing obligations.

Except as otherwise provided in the MSR recapture agreement, when PLS effects a refinancing of a loan on behalf of PMT and not through a third-party lender and the resulting loan is readily saleable, or PLS originates a loan to facilitate the disposition of the real estate acquired by PMT in settlement of a loan, PLS is entitled to receive from PMT market-based fees and compensation consistent with pricing and terms PLS offers unaffiliated third parties on a retail basis.

We, on behalf of PMT, currently participate in HAMP (or other similar mortgage loan modification programs). HAMP establishes standard loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants, including mortgage loan servicers, for achieving modifications and successfully remaining in the program. The mortgage loan servicing agreement entitles PLS to retain any incentive payments made to it and to which it is entitled under HAMP; provided, however, that with respect to any such incentive payments paid to PLS in connection with a mortgage loan modification for which PMT previously paid PLS a modification fee, PLS is required to reimburse PMT an amount equal to the incentive payments.

~~Table of Contents~~

~~PLS continues to be entitled to reimbursement for all customary, bona fide reasonable and necessary out~~‑of‑~~pocket expenses incurred by PLS in connection with the performance of its servicing obligations.~~

~~Investment Funds Loan Servicing Agreements~~

We have also entered into loan servicing agreements with the Investment Funds. Our servicing agreements with the Investment Funds generally provide for fee revenue, which varies depending on the type and quality of the loans being serviced. We are also entitled to certain customary market-based fees and charges. This arrangement was modified, effective January 1, 2012, with respect to one of the Investment Funds. At that time, we settled our accrued servicing fee rebate and amended our servicing agreement with such fund to charge scheduled servicing fees in place of the previous “at cost” servicing arrangement.

~~Mortgage Banking Services Agreement~~

Pursuant to a mortgage banking services agreement (the “MBS agreement”),PLS provides PMT with certain mortgage banking services, including fulfillment and disposition-related services, with respect to loans acquired by PMT from correspondent lenders. Pursuant to the MBS agreement, PLS has agreed to provide such services exclusively for the benefit of PMT, and PLS and its affiliates are prohibited from providing such services for any other third party. However, such exclusivity and prohibition shall not apply, and certain other duties instead will be imposed upon PLS, if PMT is unable to purchase or finance mortgage loans as contemplated under the MBS agreement for any reason. The MBS agreement expires on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

In consideration for the mortgage banking services provided by PLS with respect to PMT’s acquisition of mortgage loans, PLS is entitled to a fulfillment fee based on the type of mortgage loan that PMT acquires and equal to a percentage of the unpaid principal balance of such mortgage loan. The applicable percentages are (i) 0.35% for mortgage loans sold or delivered to Fannie Mae or Freddie Mac, and (ii) 0.85% for all other mortgage loans; provided however, that no fulfillment fee shall be due or payable to PLS with respect to any Ginnie Mae mortgage loans. PMT does not hold the Ginnie Mae approval required to issue Ginnie Mae MBS and act as a servicer. Accordingly, under the MBS agreement, PLS currently purchases mortgage loans underwritten in accordance with the Ginnie Mae Mortgage-Backed Securities Guide “as is” and without recourse of any kind from PMT at PMT’s cost less an administrative fee plus accrued interest and a sourcing fee ranging from two to three and one-half basis points, generally based on the average number of calendar days mortgage loans are held by PMT prior to purchase by PLS.

In consideration for the mortgage banking services provided by PLS with respect to PMT’s acquisition of mortgage loans under PLS’ early purchase program, PLS is entitled to fees accruing (i) at a rate equal to $1,500 per year per early purchase facility administered by PLS, and (ii) in the amount of $35 for each mortgage loan that PMT acquires thereunder.

Notwithstanding any provision of the MBS agreement to the contrary, if it becomes reasonably necessary or advisable for PLS to engage in additional services in connection with post-breach or post-default resolution activities for the purposes of a correspondent agreement, then PMT has generally agreed with PLS to negotiate in good faith for additional compensation and reimbursement of expenses to be paid to PLS for the performance of such additional services.

~~MSR Recapture Agreement~~

Pursuant to the terms of a MSR recapture agreement, as amended, if PLS refinances through its consumer direct lending business mortgage loans for which PMT previously held the MSRs, PLS is generally required to transfer and convey to PMT, without cost to PMT, MSRs with respect to new mortgage loans originated in those refinancings (or, under certain circumstances, other mortgage loans) that have an aggregate unpaid principal balance that is not less than 30% of the aggregate unpaid principal balance of all such mortgage loans so originated. Where the fair market value of the aggregate MSRs to be transferred for the applicable month is less than $200,000, PLS may, at its option, wire to PMT cash in an amount equal to the fair market value of the MSRs in lieu of transferring such MSRs. The MSR recapture agreement expires on September 12, 2020, subject to automatic renewal for additional 18-month periods, unless terminated earlier in accordance with the terms of the agreement.

~~Table of Contents~~

~~Spread Acquisition and MSR Servicing Agreements~~

Effective February 1, 2013, we entered into a master spread acquisition and MSR servicing agreement (the “2/1/13 Spread Acquisition Agreement”), pursuant to which we previously sold to PMT or one of its wholly owned subsidiaries the rights to receive certain ESS from MSRs acquired by us from banks and other third party financial institutions. We were generally required to service or subservice the related mortgage loans for the applicable agency or investor. We only used the 2/1/13 Spread Acquisition Agreement for the purpose of selling ESS relating to Fannie Mae MSRs. The specific terms of each transaction under the 2/1/13 Spread Acquisition Agreement were subject to the terms thereof, as modified and supplemented by the terms of a confirmation executed in connection with such transaction.

To the extent we refinanced any of the mortgage loans relating to the ESS sold to PMT, the 2/1/13 Spread Acquisition Agreement contained recapture provisions requiring that we transfer to PMT, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated mortgage loans. To the extent the fair value of the aggregate ESS to be transferred for the applicable month was less than $200,000, we were, at our option, permitted to pay cash to PMT in an amount equal to such fair value instead of transferring such ESS.

On February 29, 2016, the parties terminated the 2/1/13 Spread Acquisition Agreement and all amendments thereto. In connection with the termination of the 2/1/13 Spread Acquisition Agreement, we reacquired from PMT all of its right, title and interest in and to all of the Fannie Mae ESS previously sold by us to PMT and then subject to such 2/1/13 Spread Acquisition Agreement.

On December 19, 2014, we entered into a second master spread acquisition and MSR servicing agreement with PMT (the “12/19/14 Spread Acquisition Agreement”). The terms of the 12/19/14 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement, except that we only intend to sell ESS relating to Freddie Mac MSRs under the 12/19/14 Spread Acquisition Agreement.

To the extent we refinance any of the mortgage loans relating to the ESS we sell to PMT, the 12/19/14 Spread Acquisition Agreement also contains recapture provisions requiring that we transfer to PMT, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated mortgage loans. To the extent the fair market value of the aggregate ESS to be transferred for the applicable month is less than $200,000, we may, at our option, pay cash to PMT in an amount equal to such fair market value in lieu of transferring such ESS.

On February 29, 2016, we reacquired from PMT all of its right, title and interest in and to all of the Freddie Mae ESS previously sold by us to PMT and then subject to such 12/19/14 Spread Acquisition Agreement. The 12/19/14 Spread Acquisition Agreement remains in full force and effect.

On April 30, 2015, we amended and restated a third master spread acquisition and MSR servicing agreement with PMT (the “4/30/15 Spread Acquisition Agreement”). The terms of the 4/30/15 Spread Acquisition Agreement are substantially similar to the terms of the 2/1/13 Spread Acquisition Agreement and the 12/19/14 Spread Acquisition Agreement, except that we only intend to sell ESS relating to Ginnie Mae MSRs under the 4/30/15 Spread Acquisition Agreement. The primary purpose of the amendment and restatement to the 4/30/15 Spread Agreement was to evidence the ownership of the ESS under participation certificates and to otherwise incorporate the terms of previously executed amendments.

To the extent we refinance any of the mortgage loans relating to the ESS we sell to PMT, the 4/30/15 Spread Acquisition Agreement also contains recapture provisions requiring that we transfer to PMT, at no cost, the ESS relating to a certain percentage of the UPB of the newly originated mortgage loans. However, under the 4/30/15 Spread Acquisition Agreement, in any month where the transferred ESS relating to newly originated Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the UPB of the refinanced mortgage loans, we are also required to transfer additional ESS or cash in the amount of such shortfall. Similarly, in any month where the transferred ESS relating to modified Ginnie Mae mortgage loans is not equivalent to at least 90% of the product of the excess servicing fee rate and the UPB of the modified mortgage loans, the 4/30/15 Spread Acquisition Agreement contains provisions that require us to transfer additional ESS or cash in the amount of such shortfall. To the extent the fair value of the aggregate ESS to be transferred for the applicable month is less than $200,000, we may, at our option, pay cash to PMT in an amount equal to such fair value instead of transferring such ESS.

~~Table of Contents~~

In connection with our entry into the 4/30/15 Spread Acquisition Agreement, we were also required to (i) amend and restate the terms of a loan and security agreement (the “LSA”) with Credit Suisse First Boston Mortgage Capital LLC (“CSFB”), pursuant to which we pledged to CSFB all of our rights and interests in the Ginnie Mae MSRs we own or acquire, enabling us to finance certain of such MSRs and servicing advance receivables, and (ii) enter into a separate acknowledgement agreement with respect thereto, by and among Ginnie Mae, CSFB and us. Under the terms of the amendment and restatement to the LSA, the maximum loan amount was increased from $257 million to $407 million. The $150 million increase was implemented for the purpose of facilitating the financing of ESS by PMT. On November 10, 2015, the LSA was further amended and restated to convert the form of the borrowing into a repurchase agreement (as amended and restated, the “MSR Repo”). The aggregate loan amount outstanding under the MSR Repo and relating to advances outstanding with PMT is guaranteed in full by PMT.

Separately, as a condition to permitting us to transfer to PMT the ESS relating to a portion of our pledged Ginnie Mae MSRs, CSFB required PMT to enter into a Security and Subordination Agreement (the “Security Agreement”), pursuant to which PMT pledged to CSFB its rights under the 4/30/15 Spread Acquisition Agreement and its interest in any ESS purchased thereunder. CSFB’s lien on the ESS remains subordinate to the rights and interests of Ginnie Mae pursuant to the provisions of the 4/30/15 Spread Acquisition Agreement and the terms of the acknowledgement agreement.

The Security Agreement permits CSFB to liquidate PMT’s ESS along with the related MSRs to the extent there exists an event of default under the MSR Repo, and it contains certain trigger events, including breaches of representations, warranties or covenants and defaults under other of PMT’s credit facilities, that would require us to either (i) repay in full the outstanding loan amount under the MSR Repo or (ii) repurchase the ESS from PMT at fair value. To the extent we are unable to repay the loan under the MSR Repo or repurchase the ESS, an event of default would exist under the MSR Repo, thereby entitling CSFB to liquidate the ESS and the related MSRs. In the event the ESS is liquidated as a result of certain actions or inactions by us, PMT generally would be entitled to seek indemnity from us under the 4/30/15 Spread Acquisition Agreement.

~~Note Receivable from PMT~~

In connection with certain of the amendments and restatements described above, we entered into an underlying loan and security agreement with PMT, dated as of April 30, 2015, and as further amended pursuant to which PMT may borrow up to $150 million from us for the purpose of financing ESS (the “Underlying LSA”).

The principal amount of the borrowings under the Underlying LSA is based upon a percentage of the market value of the ESS pledged by PMT, subject to the $150 million sublimit described above. Pursuant to the Underlying LSA, PMT granted us a security interest in all of its right, title and interest in, to and under the ESS pledged to secure the borrowings.

We have agreed with PMT in connection with the Underlying LSA that PMT is required to repay us the principal amount of borrowings plus accrued interest to the date of such repayment, and we are required, in turn, to repay CSFB the corresponding amount under the MSR Repo. Interest accrues on the note receivable from PMT relating to the Underlying LSA at a rate based on CSFB’s cost of funds under the MSR Repo. PMT was also required to pay us a fee for the structuring of the Underlying LSA in an amount equal to the portion of the corresponding fee paid by us to CSFB allocable to the increase in the maximum loan amount under the MSR Repo resulting from the ESS financing.

~~Loan Purchase Agreements~~

We have entered into a mortgage loan purchase agreement and a flow commercial mortgage loan purchase agreement with PMT. Currently, we use the mortgage loan purchase agreement for the purpose of selling to PMT prime jumbo residential mortgage loans and conventional mortgage loans eligible for delivery into Agency credit risk transfer securities, in each case originated by us through our consumer direct lending business. We use the flow commercial mortgage loan purchase agreement for the purpose of selling to PMT small balance commercial mortgage loans, including multifamily mortgage loans, originated by us as part of our commercial lending business. Each of the loan purchase agreements contains customary terms and provisions, including representations and warranties, covenants, repurchase remedies and indemnities. The purchase prices paid to us by PMT for such loans are market-based.

~~Table of Contents~~

~~Commercial Mortgage Servicing Oversight Agreement~~

We have also entered into a commercial mortgage servicing oversight agreement with PMT that governs our oversight of the master and/or special servicing performed by third party servicers in connection with certain commercial mortgage loans acquired by PMT. For the oversight services performed under this agreement, we are entitled to collect a fee equal to 5 basis points per annum based on the UPB of the related commercial mortgage loans for which we provide oversight servicing.

~~Reimbursement Agreement~~

In connection with the IPO of PMT’s common shares on August 4, 2009, we entered into an agreement with PMT pursuant to which PMT agreed to reimburse us for the $2.9 million payment that it made to the underwriters in such offering (the “Conditional Reimbursement”) if PMT satisfied certain performance measures over a specified period of time. Effective February 1, 2013, the parties amended the terms of the reimbursement agreement to provide for the reimbursement to us of the Conditional Reimbursement if PMT is required to pay us performance incentive fees under the management agreement at a rate of $10 in reimbursement for every $100 of performance incentive fees earned. The reimbursement of the Conditional Reimbursement is subject to a maximum reimbursement in any particular 12 month period of $1.0 million and the maximum amount that may be reimbursed under the agreement is $2.9 million.

In the event the termination fee is payable to us under the management agreement and we have not received the full amount of the reimbursements and payments under the reimbursement agreement, such amount will be paid in full. The term of the reimbursement agreement expires on February 1, 2019.

Debt Obligations

As described further above in “Liquidity and Capital Resources,” we currently finance certain of our assets through borrowings with major financial institution counterparties in the form of sales of assets under agreements to repurchase, mortgage loan participation purchase and sale agreements, two notes payable, ESS and a capital lease. The borrower under each of these facilities is PLS with the exception of the ~~revolving credit agreement,~~Credit Agreement, which is classified as a note payable, and the capital lease, in each case where the borrower is PennyMac. All PLS obligations as previously noted are guaranteed by PennyMac.

Under the terms of these agreements, PLS is required to comply with certain financial covenants, as described further above in “Liquidity and Capital Resources,” and various non-financial covenants customary for transactions of this nature. As of September 30, ~~2016,~~2017, we were in compliance in all material respects with these covenants.

The agreements also contain margin call provisions that, upon notice from the applicable lender, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.

In addition, the agreements contain events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, guarantor defaults, servicer termination events and defaults, material adverse changes, bankruptcy or insolvency proceedings and other events of default customary for these types of transactions. The remedies for such events of default are also customary for these types of transactions and include the acceleration of the principal amount outstanding under the agreements and the liquidation by our lenders of the mortgage loans or other collateral then subject to the agreements.

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~~All of the~~The borrowings ~~discussed above~~ have ~~short-term~~ maturities ~~that expire~~ as follows:


	Outstanding		Total		Committed			Outstanding		Total		Committed
Lender	indebtedness (1)		facility size (2)		Facility (2)		Maturity date (2)	indebtedness (1)		facility size (2)		facility (2)		Maturity date (2)
	(dollar amounts in thousands)							(dollar amounts in thousands)
Assets sold under agreements to repurchase
Credit Suisse First Boston Mortgage Capital LLC ~~(3)~~	$	1,174,288	$	1,207,000	$	707,000	March 30, 2017	$	801,424	$	1,093,000	$	293,000	April 27, 2018
Banc of America, N.A.	$	449,371	$	500,000	$	225,000	March 29, 2017
Credit Suisse First Boston Mortgage Capital LLC (3)								$	100,000	$	407,000	$	407,000	April 27, 2018
Bank of America, N.A.								$	491,083	$	500,000	$	225,000	May 25, 2018
Deutsche Bank AG								$	204,079	$	750,000	$	—	May 7, 2018
JPMorgan Chase Bank, N.A.								$	183,216	$	500,000	$	50,000	October 12, 2018
Morgan Stanley Bank, N.A.	$	185,688	$	300,000	$	175,000	August 25, 2017	$	105,235	$	500,000	$	175,000	August 24, 2018
Citibank, N.A.	$	396,423	$	400,000	$	150,000	December 2, 2016	$	99,413	$	700,000	$	275,000	March 2, 2018
Royal Bank of Canada								$	86,366	$	135,000	$	40,000	December 29, 2017
Barclays Bank PLC (4)	$	154,665	$	200,000	$	—	December 2, 2016	$	26,149	$	170,000	$	—	December 1, 2017
Mortgage loan participation purchase and sale agreements
Bank of America, N.A.								$	532,266	$	550,000	$	—	May 25, 2018
JP Morgan Chase Bank, N.A.	$	131,327	$	200,000	$	50,000	August 18, 2017	$	—	$	500,000	$	—	October 13, 2017
Royal Bank of Canada	$	—	$	135,000	$	75,000	September 18, 2017
Mortgage loan participation and sale agreements
Bank of America, N.A.(5)	$	782,942	$	800,000	$	—	March 29, 2017
Notes payable (6)
Notes payable
GMSR 2017-GT1 Term Note								$	400,000	$	400,000	$	—	February 25, 2020
GMSR 2017-GT2 Term Note								$	500,000	$	500,000	$	—	August 25, 2022
Barclays Bank PLC (4)								$	—	$	130,000	$	130,000	December 1, 2017
Credit Suisse AG	$	50,000	$	100,000	$	100,000	December 28, 2016	$	—	$	150,000	$	150,000	November 17, 2017
Barclays Bank PLC (4)	$	61,014	$	100,000	$	100,000	December 2, 2016
Obligations under capital lease
Banc of America Leasing and Capital LLC	$	20,700	$	25,000	$	—	May 4, 2019	$	24,373	$	—	$	—	March 23, 2020

(1)

Outstanding indebtedness as of September 30, ~~2016.~~2017.

(2)

Total facility size, committed facility and maturity date include contractual changes through the date of this Report.

(3)

The ~~borrowings with~~ Credit Suisse First Boston Mortgage Capital LLC ~~are subject to~~facility size is a total of $1.5 billion that the Company can allocate as needed. The borrowing of $100 million is in the form of a sale of a variable funding note under an ~~aggregate facility amount of $1,207 million of which $407 million represents the maximum amount for MSRs. The~~ agreement to repurchase mortgage loans has a maturity date of March 30, 2017 and includes a temporary upsize of $300 million that matures on December 23, 2016. The agreement to repurchase participation certificates representing beneficial ownership in MSRs and ESS, classified as an asset sold under agreement to repurchase, matures on December 26, 2016.repurchase.

(4)

The borrowings with Barclays Bank PLC are subject to a total aggregate facility amount of $300 million, of which ~~$100~~$130 million represents the maximum amount for MSRs.

~~(5)~~

Pursuant to the amendment on October 11, 2016, Bank of America, N.A. agreed to temporarily increase the aggregate transaction limit of purchase prices for participation certificates owned by Bank of America, N.A. at any given time up to $800 million until December 12, 2016, at which time the aggregate transaction limit of purchase prices will be reset to $250 million.

~~(6)~~

The borrowing with Credit Suisse AG (with a committed amount of $100 million) is in the form of a revolving credit agreement, which is secured by cash and carried interest and classified as a note payable. The borrowing with Barclays Bank PLC (with a total facility size of $100 million) is in the form of a note payable secured by MSRs.

All debt financing arrangements that matured between September 30, 2017 and the date of this Report have been renewed or extended with the exception of our mortgage loan participation purchase and sale agreement with JPMorgan Chase Bank, N.A., which we allowed to expire in accordance with its terms.

Quantitative and Qualitative Disclosures About Market Risk

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

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

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Mortgage Servicing Rights

The following tables summarize the estimated change in fair value of MSRs accounted for using the amortization method as of September 30, ~~2016,~~2017, given several shifts in pricing spreads, prepayment speed and annual per-loan cost of servicing:


Pricing spread shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	913,359		$	878,176		$	861,597		$	830,290		$	815,497		$	787,487		$	1,479,430		$	1,417,539		$	1,388,478		$	1,333,775		$	1,308,011		$	1,259,378
Change in fair value:
$	$	67,713		$	32,529		$	15,951		$	(15,356)		$	(30,149)		$	(58,160)		$	118,853		$	56,962		$	27,900		$	(26,802)		$	(52,566)		$	(101,200)
%		8.0	%		3.9	%		1.9	%		(1.8)	%		(3.6)	%		(6.9)	%		8.7	%		4.2	%		2.1	%		(2.0)	%		(3.9)	%		(7.4)	%


Prepayment speed shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	926,033		$	884,063		$	864,438		$	827,638		$	810,367		$	777,869		$	1,455,086		$	1,406,159		$	1,382,972		$	1,338,934		$	1,318,005		$	1,278,149
Change in fair value:
$	$	80,386		$	38,417		$	18,792		$	(18,008)		$	(35,280)		$	(67,777)		$	94,509		$	45,581		$	22,395		$	(21,643)		$	(42,573)		$	(82,428)
%		9.5	%		4.5	%		2.2	%		(2.1)	%		(4.2)	%		(8.0)	%		7.0	%		3.4	%		1.7	%		(1.6)	%		(3.1)	%		(6.1)	%


Per-loan servicing cost shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	874,051		$	859,849		$	852,748		$	838,545		$	831,444		$	817,242		$	1,402,684		$	1,381,631		$	1,371,104		$	1,350,051		$	1,339,524		$	1,318,471
Change in fair value:
$	$	28,405		$	14,202		$	7,101		$	(7,101)		$	(14,202)		$	(28,405)		$	42,107		$	21,053		$	10,527		$	(10,527)		$	(21,053)		$	(42,107)
%		3.4	%		1.7	%		0.8	%		(0.8)	%		(1.7)	%		(3.4)	%		3.1	%		1.6	%		0.8	%		(0.8)	%		(1.6)	%		(3.1)	%

The following tables summarize the estimated change in fair value of MSRs accounted for using the fair value method as of September 30, ~~2016,~~2017, given several shifts in pricing spreads, prepayment speed and annual per loan cost of servicing:


Pricing spread shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	528,526		$	509,597		$	500,651		$	483,709		$	475,682		$	460,442		$	707,123		$	680,580		$	668,052		$	644,353		$	633,137		$	611,870
Change in fair value:
$	$	36,499		$	17,570		$	8,624		$	(8,318)		$	(16,346)		$	(31,585)		$	51,139		$	24,597		$	12,068		$	(11,631)		$	(22,846)		$	(44,113)
%		7.4	%		3.6	%		1.8	%		(1.7)	%		(3.3)	%		(6.4)	%		7.8	%		3.8	%		1.8	%		(1.8)	%		(3.5)	%		(6.7)	%


Prepayment speed shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	538,495		$	514,269		$	502,915		$	481,579		$	471,545		$	452,631		$	705,059		$	679,620		$	667,589		$	644,783		$	633,965		$	613,406
Change in fair value:
$	$	46,467		$	22,242		$	10,888		$	(10,448)		$	(20,482)		$	(39,396)		$	49,075		$	23,637		$	11,605		$	(11,201)		$	(22,018)		$	(42,577)
%		9.4	%		4.5	%		2.2	%		(2.1)	%		(4.2)	%		(8.0)	%		7.5	%		3.6	%		1.8	%		(1.7)	%		(3.4)	%		(6.5)	%


Per-loan servicing cost shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	514,909		$	503,468		$	497,748		$	486,307		$	480,586		$	469,145		$	681,800		$	668,892		$	662,438		$	649,530		$	643,075		$	630,167
Change in fair value:
$	$	22,882		$	11,441		$	5,720		$	(5,720)		$	(11,441)		$	(22,882)		$	25,816		$	12,908		$	6,454		$	(6,454)		$	(12,908)		$	(25,816)
%		4.7	%		2.3	%		1.2	%		(1.2)	%		(2.3)	%		(4.7)	%		3.9	%		2.0	%		1.0	%		(1.0)	%		(2.0)	%		(3.9)	%

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Excess Servicing Spread Financing

The following tables summarize the estimated change in fair value of our ESS accounted for using the fair value method as of September 30, ~~2016,~~2017, given several shifts in pricing spreads and prepayment speed (decrease in the liabilities’ values increases net income):


Pricing spread shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	294,098		$	287,068		$	283,678		$	277,134		$	273,975		$	267,872		$	258,147		$	253,371		$	251,046		$	246,520		$	244,315		$	240,021
Change in fair value:
$	$	13,731		$	6,701		$	3,310		$	(3,233)		$	(6,392)		$	(12,495)		$	9,384		$	4,608		$	2,283		$	(2,243)		$	(4,447)		$	(8,742)
%		4.9	%		2.4	%		1.2	%		(1.2)	%		(2.3)	%		(4.5)	%		3.8	%		1.9	%		0.9	%		(0.9)	%		(1.8)	%		(3.5)	%


Prepayment speed shift in %	-20%			-10%			-5%			+5%			+10%			+20%			-20%			-10%			-5%			+5%			+10%			+20%
	(dollar amounts in thousands)																		(dollar amounts in thousands)

Fair value	$	311,670		$	295,283		$	287,653		$	273,404		$	266,744		$	254,262		$	273,787		$	260,733		$	254,621		$	243,145		$	237,752		$	227,595
Change in fair value:
$	$	31,303		$	14,916		$	7,286		$	(6,963)		$	(13,623)		$	(26,106)		$	25,024		$	11,970		$	5,858		$	(5,618)		$	(11,011)		$	(21,168)
%		11.2	%		5.3	%		2.6	%		(2.5)	%		(4.9)	%		(9.3)	%		10.1	%		4.8	%		2.4	%		(2.3)	%		(4.4)	%		(8.5)	%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In response to this Item 3, the information set forth on pages ~~84 to 86~~81 and 83 of this Report is incorporated herein by reference.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the nine months ended September 30, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various legal ~~proceedings,~~actions, claims and ~~actions~~proceedings arising in the ordinary course of business. As of September 30, ~~2016,~~2017, we were not involved in any such legal proceedings, claims or actions that management believes would be reasonably likely to have a material adverse effect on us.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on March ~~10, 2016~~9, 2017 and our Quarterly Reports on Form 10-Q filed thereafter.

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

~~None.~~There were no sales of unregistered equity securities during the quarter and nine months ended September 30, 2017.

Repurchases of our Common Stock

The following table summarizes the stock repurchase activity for the three months ended September 30, 2017:


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (1)
July 1, 2017 – July 31, 2017		—	$	—		—	$	50,000,000
August 1, 2017 – August 31, 2017		270,905	$	17.06		270,905	$	45,379,288
September 1, 2017 – September 30, 2017		233,911	$	17.01		233,911	$	41,401,192
Total		504,816	$	17.03		504,816	$	41,401,192

(1)

As disclosed in our current report on Form 8-K filed on June 21, 2017, our Board of Directors approved a stock repurchase program authorizing us to repurchase up to $50.0 million of our outstanding Class A common stock. The stock repurchase program does not require us to purchase a specific number of shares, and the timing and amount of any shares repurchased are based on market conditions and other factors, including price, regulatory requirements and capital availability. Stock repurchases may be effected through negotiated transactions or open market purchases, including pursuant to a trading plan implemented pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The stock repurchase program does not have an expiration date but may be suspended, modified or discontinued at any time without prior notice.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit Number		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of PennyMac Financial Services, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

3.2		Amended and Restated Bylaws of PennyMac Financial Services, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on August 19, 2013).

4.1		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 4 to Form S-1 Registration Statement as filed with the SEC on April 29, 2013).

10.1		~~Fourth Amended and Restated Limited Liability Company Agreement~~Guaranty, dated as of December 19, 2016, by Private National Mortgage Acceptance Company, LLC ~~dated as~~in favor of ~~May 8, 2013 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).~~Credit Suisse First Boston Mortgage Capital LLC.

10.2		Exchange Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc. and Private National Mortgage Acceptance Company, LLC and the Company Unitholders (incorporated by reference to Exhibit��10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

~~10.3~~		Tax Receivable Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc. Private National Mortgage Acceptance Company, LLC and each of the Members (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

~~10.4~~		Registration Rights Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc. and the Holders (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

~~10.5~~		Stockholder Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc. and BlackRock Mortgage Ventures, LLC (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

~~10.6~~		Stockholder Agreement, dated as of May 8, 2013, between PennyMac Financial Services, Inc. and HC Partners LLC (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).

~~10.7†~~		~~PennyMac Financial Services, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 14, 2013).~~

~~10.8†~~		PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 16, 2013).

~~10.9†~~		PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

~~10.10†~~		PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement for Other Eligible Participants (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

~~Table of Contents~~


~~10.11†~~		PennyMac Financial Services, Inc. 2013 Equity Incentive Plan Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on June 17, 2013).

~~10.12†~~		Form of PennyMac Financial Services, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.8 of the Registrant’s Amendment No. 2 to Form S-1 Registration Statement as filed with the SEC on April 5, 2013).

~~10.13†~~		~~Employment Agreement, dated December 8, 2015, among Stanford L. Kurland, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.~~ ~~(incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).~~

~~10.14†~~		~~Employment Agreement, dated December 8, 2015, among David A. Spector, Private National Mortgage Acceptance Company, LLC and PennyMac Financial Services, Inc.~~ ~~(incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).~~

~~10.15~~		Second Amended and Restated ~~Management Agreement,~~Base Indenture, dated as of ~~September 12, 2016,~~August 10, 2017, by and among PNMAC GMSR ISSUER TRUST, Citibank, N.A., PennyMac Loan Services, LLC, Credit Suisse First Boston Mortgage ~~Investment Trust, PennyMac Operating Partnership, L.P.~~Capital LLC, and ~~PNMAC Capital Management,~~Pentalpha Surveillance LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~September 12, 2016)~~August 16, 2017).

~~10.16~~10.3		~~Third~~Series 2017-GT2 Indenture Supplement, dated as of August 10, 2017, to Second Amended and Restated ~~Flow Servicing Agreement,~~Base Indenture, dated as of ~~September 12, 2016,~~August 10, 2017, by and ~~between PennyMac Operating Partnership, L.P. and~~among PNMAC GMSR ISSUER TRUST, Citibank, N.A., PennyMac Loan Services, LLC and Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~September 12, 2016)~~August 16, 2017).

~~10.17~~10.4		~~Amended and Restated Mortgage Banking Services~~Amendment No. 2 to Master Repurchase Agreement, dated as of ~~September 12, 2016,~~August 10, 2017, by and ~~between~~among PNMAC GMSR ISSUER TRUST, PennyMac Loan Services, LLC, and ~~PennyMac Corp.~~Private National Mortgage Acceptance Company, LLC and consented to by Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, and Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~September 12, 2016)~~August 16, 2017).

~~10.18~~10.5		~~Amended and Restated MSR Recapture~~Master Repurchase Agreement, dated as of ~~September 12, 2016,~~August 21, 2017, by and ~~between~~among PennyMac Loan Services, LLC and ~~PennyMac Corp.~~Deutsche Bank, AG, Cayman Islands Branch (incorporated by reference to Exhibit ~~10.4~~10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~September 12, 2016)~~August 24, 2017).

~~10.19~~10.6		~~Amended and Restated Underwriting Fee Reimbursement Agreement,~~Guaranty, dated as of ~~February 1, 2013,~~August 21, 2017, by and among ~~PennyMac~~Private National Mortgage ~~Investment Trust, PennyMac Operating Partnership, L.P. and PNMAC Capital Management,~~Acceptance Company, LLC ~~(incorporated by reference to Exhibit 10.13~~in favor of ~~the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).~~

~~10.20~~		~~Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of April 30, 2015, by and between PennyMac Loan Services, LLC and PennyMac Holdings, LLC~~ ~~(incorporated~~Deutsche Bank AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~May 6, 2015)~~August 24, 2017).

~~10.21~~10.7		Amendment ~~No. 1~~Number Ten to ~~Amended and Restated~~the Master ~~Spread Acquisition and MSR Servicing~~Repurchase Agreement, dated ~~as of~~ August ~~26, 2015, among Credit Suisse First Boston Mortgage Capital LLC,~~25, 2017, by and between PennyMac Loan Services, LLC, Morgan Stanley Bank, N.A. and ~~PennyMac~~Morgan Stanley Mortgage Capital Holdings ~~LLC (incorporated by reference to Exhibit 10.37 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).~~LLC.

~~10.22~~10.8		Amendment No. 26 to ~~Amended~~Mortgage Loan Participation Purchase and ~~Restated Master Spread Acquisition and MSR Servicing~~Sale Agreement, dated as of November 10, 2015, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.40 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~Table of Contents~~



~~10.23~~		~~Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2014, among PennyMac Loan Services, LLC, PennyMac Operating Partnership, L.P., and PennyMac Holdings, LLC~~ ~~(incorporated by reference to Exhibit 1.01 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 24, 2014).~~

~~10.24~~		~~Amendment No.~~September 1, ~~to Master Spread Acquisition and MSR Servicing Agreement, dated as of March 3, 2015, among PennyMac Loan Services, LLC, PennyMac Operating Partnership, L.P., and PennyMac Holdings, LLC~~ ~~(incorporated by reference to Exhibit 10.38 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).~~

~~10.25~~		Amended and Restated Flow Servicing Agreement, by and between PNMAC Mortgage Co., LLC and PennyMac Loan Services, LLC, dated August 1, 2010 (incorporated by reference to Exhibit 10.14 of the Registrant’s Amendment No. 1 to Form S-1 Registration Statement as filed with the SEC on March 26, 2013).

~~10.26~~		Amendment No. 1 to the Amended and Restated Flow Servicing Agreement, dated as of December 4, 2014, by and among PennyMac Loan Services, LLC and PNMAC Mortgage Co., LLC (incorporated by reference to Exhibit 10.41 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.27~~		Second Amended and Restated Flow Servicing Agreement, dated as of August 1, 2008, as amended effective as of January 1, 2012, by and between PNMAC Mortgage Opportunity Fund Investors, LLC and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.15 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~10.28~~		Amendment No. 1 to the Second Amended and Restated Flow Servicing Agreement, dated as of December 5, 2014, by and among PennyMac Loan Services, LLC and PNMAC Mortgage Opportunity Fund Investors, LLC (incorporated by reference to Exhibit 10.43 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.29~~		Amended and Restated Flow Servicing Agreement, dated as of August 1, 2010, by and between PNMAC Mortgage Opportunity Fund, LP and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.27 of the Registrant’s Amendment No. 1 to Form S-1 Registration Statement as filed with the SEC on March 26, 2013).

~~10.30~~		Amendment No. 1 to the Amended and Restated Flow Servicing Agreement, dated as of December 4, 2014, by and among PennyMac Loan Services, LLC and PNMAC Mortgage Opportunity Fund, L.P. (incorporated by reference to Exhibit 10.45 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.31~~		Investment Management Agreement, as amended and restated May 26, 2011, by and between PNMAC Mortgage Opportunity Fund, L.P. and PNMAC Capital Management, LLC (incorporated by reference to Exhibit 10.16 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~10.32~~		Investment Management Agreement, dated as of August 1, 2008, between PNMAC Mortgage Opportunity Fund Investors, LLC and PNMAC Capital Management, LLC (incorporated by reference to Exhibit 10.17 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~10.33~~		Master Repurchase Agreement, dated as of March 17, 2011, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.18 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~Table of Contents~~


~~10.34~~		Amendment No. 1 to Master Repurchase Agreement, dated as of July 21, 2011, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibits 10.19 of the Registrant’s Amendment No. 3 to Form S-1 Registration Statement as filed with the SEC on April 22, 2013).

~~10.35~~		Amendment No. 2 to Master Repurchase Agreement, dated as of March 23, 2012, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibits 10.19 of the Registrant’s Amendment No. 3 to Form S-1 Registration Statement as filed with the SEC on April 22, 2013).

~~10.36~~		Amendment No. 3 to Master Repurchase Agreement, dated as of August 28, 2012, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibits 10.19 of the Registrant’s Amendment No. 3 to Form S-1 Registration Statement as filed with the SEC on April 22, 2013).

~~10.37~~		Amendment No. 4 to Master Repurchase Agreement, dated as of January 3, 2013, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibits 10.19 of the Registrant’s Amendment No. 3 to Form S-1 Registration Statement as filed with the SEC on April 22, 2013).

~~10.38~~		Amendment No. 5 to Master Repurchase Agreement, dated as of March 28, 2013, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibits 10.19 of the Registrant’s Amendment No. 3 to Form S-1 Registration Statement as filed with the SEC on April 22, 2013).

~~10.39~~		~~Amendment No. 6 to Master Repurchase Agreement, dated as of January 31, 2014,~~2017, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on ~~February 6, 2014)~~September 8, 2017).

~~10.40~~10.9		Amendment No. 72 to Master Repurchase Agreement, dated as of ~~March 27, 2014, by and among~~September 22, 2017, between Royal Bank of ~~America, N.A.,~~Canada and PennyMac Loan Services, ~~LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.44 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).~~LLC.

~~10.41~~10.10		Amendment No. 81 to ~~Master Repurchase~~Second Amended and Restated Management Agreement, dated as of ~~August 13, 2014,~~September 27, 2017, by and among ~~Bank of America, N.A.,~~ PennyMac ~~Loan Services, LLC~~Mortgage Investment Trust, PennyMac Operating Partnership, L.P. and ~~Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.48 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).~~

~~10.42~~		Amendment No. 9 to Master Repurchase Agreement, dated as of January 30, 2015, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.49 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).

~~10.43~~		Amendment No. 10 to Master Repurchase Agreement, dated as of March 29, 2016, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.62 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).

~~10.44~~		Guaranty, dated as of March 17, 2011, by Private National Mortgage Acceptance Company, LLC in favor of Bank of America, N.A (incorporated by reference to Exhibit 10.50 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
		PNMAC Capital Management, LLC.

~~Table of Contents~~


~~10.45~~		Master Repurchase Agreement, dated as of June 26, 2012, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.20 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~10.46~~		Amendment Number One to the Master Repurchase Agreement, dated as of December 31, 2012, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.21 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on February 7, 2013).

~~10.47~~		Amendment Number Two to the Master Repurchase Agreement, dated April 17, 2013, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.40 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on October 1, 2013).

~~10.48~~		Amendment Number Three to the Master Repurchase Agreement, dated June 25, 2013, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.41 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on October 1, 2013).

~~10.49~~		Amendment Number Four to the Master Repurchase Agreement, dated July 25, 2013, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.42 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on October 1, 2013).

~~10.50~~		Amendment Number Five to the Master Repurchase Agreement, dated February 5, 2014, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.50 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).

~~10.51~~		Amendment Number Six to the Master Repurchase Agreement, dated February 25, 2014, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.51 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).

~~10.52~~		Amendment Number Seven to the Master Repurchase Agreement, dated July 24, 2014, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.54 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

~~10.53~~		Amendment Number Eight to the Master Repurchase Agreement, dated August 7, 2014, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.55 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

~~10.54~~		Amendment Number Nine to the Master Repurchase Agreement, dated September 8, 2014, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.58 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

~~10.55~~		Amendment Number Ten to the Master Repurchase Agreement, dated July 6, 2015, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.69 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.56~~		Amendment Number Eleven to the Master Repurchase Agreement, dated August 3, 2015, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on August 5, 2015).

~~10.57~~		Amendment Number Twelve to the Master Repurchase Agreement, dated September 7, 2015, by and between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.72 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

~~10.58~~		Amendment Number Thirteen to the Master Repurchase Agreement, dated October 22, 2015, between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on October 28, 2015).

~~Table of Contents~~



~~10.59~~		Amendment Number Fourteen to the Master Repurchase Agreement, dated July 25, 2016, between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.70 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

~~10.60~~		Amendment Number Fifteen to the Master Repurchase Agreement, dated September 26, 2016, between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on September 30, 2016).

~~10.61~~		Amendment Number Sixteen to the Master Repurchase Agreement, dated October 14, 2016, between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on October 20, 2016)

~~10.62~~		Amendment Number Seventeen to the Master Repurchase Agreement, dated October 20, 2016, between PennyMac Loan Services, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on October 20, 2016)

~~10.63~~		Guaranty Agreement, dated as of June 26, 2012, by Private National Mortgage Acceptance Company, LLC in favor of Citibank, N.A (incorporated by reference to Exhibit 10.61 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).

~~10.64~~		~~Amended and Restated Master Spread Participation Agreement, dated as of November 10, 2015, by and among PennyMac Loan Services, LLC and PennyMac Loan Services, LLC as the Initial Participant~~ ~~(incorporated by reference to Exhibit 10.189 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015)~~.

~~10.65~~		Loan and Security Agreement, dated as of April 30, 2015, among PennyMac Loan Services, LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 6, 2015).

~~10.66~~		Amendment No. 1 to Loan and Security Agreement, dated as of October 30, 2015, by and between PennyMac Loan Services, LLC and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.87 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

~~10.67~~		Amendment No. 2 to Loan and Security Agreement, dated as of November 10, 2015, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC, and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.92 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~10.68~~		Amendment No. 3 to Loan and Security Agreement, dated as of December 15, 2015, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC, and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.93 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~10.69~~		Amendment No. 4 to Loan and Security Agreement, dated as of January 28, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC, and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.94 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~10.70~~		Amendment No. 5 to Loan and Security Agreement, dated as of March 31, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC, and PennyMac Holdings, LLC (incorporated by reference to Exhibit 10.96 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).

~~Table of Contents~~


~~10.71~~		~~Amendment No. 6 to Loan and Security Agreement, dated as of September 26, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC, and PennyMac Holdings, LLC.~~

~~10.72~~		Third Amended and Restated Guaranty (Participation Certificates and Servicing), dated as of November 10, 2015, by Private National Mortgage Acceptance Company, LLC in favor of Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on November 16, 2015).

~~10.73~~		Master Repurchase Agreement (Participation Certificates and Servicing), dated as of November 10, 2015, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2015).

~~10.74~~		Second Amended and Restated Master Repurchase Agreement, dated as of March 31, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on April 6, 2016).

~~10.75~~		Guaranty, dated as of August 14, 2009, by Private National Mortgage Acceptance Company, LLC in favor of Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.77 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).

~~10.76~~		Master Repurchase Agreement, dated as of July 2, 2013, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on July 8, 2013).

~~10.77~~		Amendment Number One to the Master Repurchase Agreement, dated as of August 26, 2013, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.49 of the Registrant’s Form S-1 Registration Statement as filed with the SEC on October 1, 2013).

~~10.78~~		Amendment Number Two to the Master Repurchase Agreement, dated as of January 28, 2014, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.63 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).

~~10.79~~		Amendment Number Three to the Master Repurchase Agreement, dated as of June 30, 2014, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.70 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

~~10.80~~		Amendment Number Four to the Master Repurchase Agreement, dated as of June 29, 2015, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.98 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.81~~		Amendment Number Five to the Master Repurchase Agreement, dated as of July 27, 2015, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on July 27, 2015).

~~10.82~~		Amendment Number Six to the Master Repurchase Agreement, dated as of November 9, 2015, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.118 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~Table of Contents~~


~~10.83~~		Amendment Number Seven to the Master Repurchase Agreement, dated July 26, 2016, by and between PennyMac Loan Services, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.91 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

~~10.84~~		Amendment Number Eight to the Master Repurchase Agreement, dated August 26, 2016, by and between PennyMac Loan Services, LLC, Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC.

~~10.85~~		Guaranty Agreement, dated as of July 2, 2013, by Private National Mortgage Acceptance Company, LLC in favor of Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 1.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on July 8, 2013).

~~10.86~~		Mortgage Loan Participation Purchase and Sale Agreement, dated as of August 13, 2014, by and among PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.72 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

~~10.87~~		Amendment No. 1 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of January 30, 2015, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.84 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).

~~10.88~~		Amendment No. 2 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 22, 2015, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.122 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~10.89~~		Amendment No. 3 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 29, 2016, by and among Bank of America, N.A., PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC (incorporated by reference to Exhibit 10.96 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).


~~10.90~~		Amended and Restated Guaranty, dated as of August 13, 2014, by Private National Mortgage Acceptance Company, LLC in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.73 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

~~10.91~~		Mortgage Loan Purchase Agreement, dated as of September 25, 2012, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 10.124 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~10.92~~		Flow Sale Agreement, dated as of June 16, 2015, by and between PennyMac Corp. and PennyMac Loan Services, LLC (incorporated by reference to Exhibit 10.104 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).

~~10.93~~		Amended and Restated Flow Commercial Mortgage Loan Purchase Agreement, dated as of June 1, 2016, by and between PennyMac Loan Services, LLC and PennyMac Corp. (incorporated by reference to Exhibit 10.100 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

~~10.94~~		Servicing Agreement, dated as of July 13, 2015, between PennyMac Corp., PennyMac Holdings, LLC, any other parties signing this Agreement as owner of Mortgage Loans listed in Schedule I and any New Owners, PennyMac Loan Services, LLC, and Midland Loan Services, a division of PNC Bank, National Association (incorporated by reference to Exhibit 10.127 of the Registrant’s Annual Report on Form 10-K for the quarter ended December 31, 2015).

~~Table of Contents~~


~~10.95~~		~~Amended and Restated Commercial Mortgage Servicing Oversight Agreement, dated as of June 1, 2016, among PennyMac Corp., PennyMac Holdings, LLC, and PennyMac Loan Services, LLC~~ ~~(incorporated by reference to Exhibit 10.102 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).~~

~~10.96~~		~~Master Repurchase Agreement, dated as of December 4, 2015, among Barclays Bank PLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC~~ ~~(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 10, 2015).~~

~~10.97~~		~~Amendment Number One to Master Repurchase Agreement, dated as of September 29, 2016, among Barclays Bank PLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC~~.

~~10.98~~		Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 4, 2015, between PennyMac Loan Services, LLC and Barclays Bank PLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 10, 2015).

~~10.99~~		~~Loan and Security Agreement, dated as of December 4, 2015, among PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC and Barclays Bank PLC~~ ~~(incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 10, 2015).~~

~~10.100~~		~~Amendment Number One to the Loan and Security Agreement, dated as of February 26, 2016, among Barclays Bank PLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC~~ ~~(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on March 3, 2016)~~

~~10.101~~		~~Master Lease Agreement No. 30350-90000, dated as of December 9, 2015, among Private National Mortgage Acceptance Company, LLC and Banc of America Leasing & Capital, LLC~~ ~~(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).~~

~~10.102~~		~~Addendum to Master Lease Agreement No. 30350-90000, dated as of December 9, 2015, among Private National Mortgage Acceptance Company, LLC and Banc of America Leasing & Capital, LLC~~ ~~(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).~~

~~10.103~~		Schedule Number 001 to Master Lease Agreement, dated as of December 9, 2015, among Private National Mortgage Acceptance Company, LLC and Banc of America Leasing & Capital, LLC (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).

~~10.104~~		Schedule Number 002 to Master Lease Agreement, dated as of May 4, 2016, among Private National Mortgage Acceptance Company, LLC and Banc of America Leasing & Capital, LLC (incorporated by reference to Exhibit 10.140 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).

~~10.105~~		~~Guaranty, dated as of December 9, 2015, by PennyMac Loan Services, LLC in favor of Banc of America Leasing & Capital, LLC~~ ~~(incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 14, 2015).~~

9685

Table of Contents


~~10.106~~Exhibit Number		~~Credit~~Exhibit Description

10.11		Amendment No. 1 to Amended and Restated Flow Commercial Mortgage Loan Purchase Agreement, dated ~~December 30, 2015,~~as of September 27, 2017, by and among ~~Private National Mortgage Acceptance Company, LLC, the lenders that are parties thereto, Credit Suisse AG~~PennyMac Corp. and ~~Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 30, 2015).~~PennyMac Loan Services, LLC.

~~10.107~~10.12		~~Collateral and Guaranty~~Second Amendment to Master Repurchase Agreement, dated ~~December 30, 2015,~~as of September 27, 2017, by and among ~~Private National Mortgage Acceptance Company, LLC, Credit Suisse AG, Cayman Islands Branch, PennyMac Financial Services, Inc., PNMAC Capital Management, LLC,~~JPMorgan Chase Bank, N.A. and PennyMac Loan Services, ~~LLC and PNMAC Opportunity Fund Associates, LLC~~ ~~(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on December 30, 2015).~~LLC.

~~10.108~~10.13		~~Master Repurchase~~Amendment No. 1 to Amended and Restated Commercial Mortgage Servicing Oversight Agreement, dated as of ~~August 19, 2016, between~~September 27, 2017, by and among PennyMac Corp., PennyMac Holdings, LLC and PennyMac Loan Services, ~~LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on August 23, 2016).~~LLC.

~~10.109~~10.14		~~Guaranty,~~Third Amendment to Master Repurchase Agreement, dated as of ~~August 19, 2016,~~October 13, 2017, by ~~Private National Mortgage Acceptance Company, LLC in favor of~~and among JPMorgan Chase ~~Bank.~~Bank, N.A. ~~(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K as filed with the SEC on August 23, 2016).~~and PennyMac Loan Services, LLC.

~~10.110~~10.15		~~Master Repurchase~~Amendment No. 2 to Amended and Restated Mortgage Banking Services Agreement, dated as of ~~September 19, 2016, between Royal Bank of Canada~~October 31, 2017, by and among PennyMac Loan Services, LLC ~~(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on September 22, 2016)~~and PennyMac Corp.

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

31.2		Certification of ~~Anne D. McCallion~~Andrew S. Chang pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

32.2*		Certification of ~~Anne D. McCallion~~Andrew S. Chang pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (ii) the Consolidated Statements of Income for the quarters ended September 30, ~~2016~~2017 and September 30, ~~2015,~~2016, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the quarters ended September 30, ~~2016~~2017 and September 30, ~~2015,~~2016, (iv) the Consolidated Statements of Cash Flows for the quarters ended September 30, ~~2016~~2017 and September 30, ~~2015~~2016 and (v) the Notes to the Consolidated Financial Statements.

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

†		~~Indicates management contract or compensatory plan or arrangement.~~

9786

Table of Contents

SIGNATURES

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

	PENNYMAC FINANCIAL SERVICES, INC.
	(Registrant)

Dated: November ~~8, 2016~~7, 2017	By:	/s/ ~~STANFORD L. KURLAND~~DAVID A. SPECTOR
		~~Stanford L. Kurland~~David A. Spector
		~~Chairman of the Board of Directors~~President and Chief Executive Officer

Dated: November ~~8, 2016~~7, 2017	By:	/s/ ~~ANNE D. McCALLION~~ANDREW S. CHANG
		~~Anne D. McCallion~~Andrew S. Chang
		Chief Financial Officer

9887


	Quarter ended September 30, 2016
	Performance-		Stock		Time-based		Exchangeable
	based RSUs		options		RSUs		PNMAC units
	(in thousands)

June 30, 2016		2,673		2,786		398		76,109
Granted		—		—		10		37
Vested		—				(6)		—
Exercised		—		(2)		—		—
Forfeited or canceled		(189)		(28)		(11)		—
September 30, 2016		2,484		2,756		391		76,146