Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39189 | ||
Entity Registrant Name | UWM HOLDINGS CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-2124167 | ||
Entity Address, Address Line One | 585 South Boulevard E. | ||
Entity Address, City or Town | Pontiac, | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48341 | ||
City Area Code | (800) | ||
Local Phone Number | 981-8898 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 518,521,489 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for use in connection with its 2024 Annual Meeting of Stockholders, which is to be filed no later than 120 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Entity Central Index Key | 0001783398 | ||
Current Fiscal Year End Date | --12-31 | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | UWMC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 94,507,889 | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Class A Common Stock | ||
Trading Symbol | UWMCWS | ||
Security Exchange Name | NYSE | ||
Common Class D | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,502,069,787 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Detroit, Michigan |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 497,468 | $ 704,898 |
Mortgage loans at fair value | 5,449,884 | 7,134,960 |
Derivative assets | 33,019 | 82,869 |
Investment securities at fair value, pledged | 110,352 | 113,290 |
Accounts receivable, net | 512,070 | 383,147 |
Mortgage servicing rights | 4,026,136 | 4,453,261 |
Premises and equipment, net | 146,417 | 152,477 |
Operating lease right-of-use asset, net (includes $97,596 and $102,322 with related parties) | 99,125 | 104,181 |
Finance lease right-of-use asset (includes $24,802 and $26,867 with related parties) | 29,111 | 42,218 |
Loans eligible for repurchase from Ginnie Mae | 856,856 | 345,490 |
Other assets | 111,416 | 83,834 |
Total assets | 11,871,854 | 13,600,625 |
Liabilities and equity | ||
Warehouse lines of credit | 4,902,090 | 6,443,992 |
Derivative liabilities | 40,781 | 49,748 |
Secured lines of credit | 750,000 | 750,000 |
Borrowings against investment securities | 93,814 | 101,345 |
Accounts payable, accrued expenses and other | 469,101 | 439,719 |
Accrued distributions and dividends payable | 159,572 | 159,465 |
Senior notes | 1,988,267 | 1,984,336 |
Operating lease liability (includes $104,495 and $109,473 with related parties) | 106,024 | 111,332 |
Finance lease liability (includes $26,260 and $27,857 with related parties) | 30,678 | 43,505 |
Loans eligible for repurchase from Ginnie Mae | 856,856 | 345,490 |
Total liabilities | 9,397,183 | 10,428,932 |
Equity | ||
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2023 or December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,702 | 903 |
Retained earnings | 110,690 | 142,500 |
Non-controlling interest | 2,362,119 | 3,028,131 |
Total equity | 2,474,671 | 3,171,693 |
Total liabilities and equity | 11,871,854 | 13,600,625 |
Common Class A | ||
Equity | ||
Common stock, $0.0001 par value | 10 | 9 |
Common Class B | ||
Equity | ||
Common stock, $0.0001 par value | 0 | 0 |
Common Class C | ||
Equity | ||
Common stock, $0.0001 par value | 0 | 0 |
Common Class D | ||
Equity | ||
Common stock, $0.0001 par value | $ 150 | $ 150 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating lease right-of-use asset, net (includes $97,596 and $102,322 with related parties) | $ 99,125 | $ 104,181 |
Finance lease right-of-use asset (includes $24,802 and $26,867 with related parties) | 29,111 | 42,218 |
Operating lease liability (includes $104,495 and $109,473 with related parties) | 106,024 | 111,332 |
Finance lease liability (includes $26,260 and $27,857 with related parties) | $ 30,678 | $ 43,505 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Related Party | ||
Operating lease right-of-use asset, net (includes $97,596 and $102,322 with related parties) | $ 97,596 | $ 102,322 |
Finance lease right-of-use asset (includes $24,802 and $26,867 with related parties) | 24,802 | 26,867 |
Operating lease liability (includes $104,495 and $109,473 with related parties) | 104,495 | 109,473 |
Finance lease liability (includes $26,260 and $27,857 with related parties) | $ 26,260 | $ 27,857 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares, issued | 93,654,269 | 92,575,974 |
Common stock, shares, outstanding | 93,654,269 | 92,575,974 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Common Class C | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Common Class D | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 |
Common stock, shares, issued | 1,502,069,787 | 1,502,069,787 |
Common stock, shares, outstanding | 1,502,069,787 | 1,502,069,787 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Loan production income | $ 1,000,547 | $ 981,988 | $ 2,585,807 |
Loan servicing income | 818,703 | 792,072 | 638,738 |
Change in fair value of mortgage servicing rights | (854,148) | 284,104 | (587,813) |
Gain on sale of mortgage servicing rights | 0 | 0 | 1,791 |
Interest income | 346,225 | 314,462 | 331,770 |
Total revenue, net | 1,311,327 | 2,372,626 | 2,970,293 |
Expenses | |||
Salaries, commissions and benefits | 530,231 | 552,886 | 697,680 |
Direct loan production costs | 104,262 | 90,369 | 72,952 |
Marketing, travel, and entertainment | 84,515 | 74,168 | 62,472 |
Depreciation and amortization | 46,146 | 45,235 | 35,098 |
General and administrative | 170,423 | 179,549 | 133,334 |
Servicing costs | 131,792 | 166,024 | 108,967 |
Interest expense | 320,256 | 305,987 | 304,656 |
Other expense (income) | (5) | 23,739 | (23,107) |
Total expenses | 1,387,620 | 1,437,957 | 1,392,052 |
Earnings (loss) before income taxes | (76,293) | 934,669 | 1,578,241 |
Provision (benefit) for income taxes | (6,511) | 2,811 | 9,841 |
Net income (loss) | (69,782) | 931,858 | 1,568,400 |
Net income (loss) attributable to non-controlling interests | (56,552) | 890,143 | 1,469,955 |
Net income (loss) attributable to UWM Holdings Corporation | $ (13,230) | $ 41,715 | $ 98,445 |
Earnings (loss) per share of Class A common stock (see Note 20): | |||
Basic (in usd per share) | $ (0.14) | $ 0.45 | $ 0.98 |
Diluted (in usd per share) | $ (0.14) | $ 0.45 | $ 0.66 |
Weighted average shares outstanding: | |||
Basic (in shares) | 93,245,373 | 92,475,170 | 100,881,094 |
Diluted (in shares) | 93,245,373 | 92,475,170 | 1,603,157,640 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other | Common Class A | Common Class D | Common Stock Common Class A | Common Stock Common Class D | Additional Paid-in Capital | Retained Earnings | Retained Earnings Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other | Non-controlling Interest | Non-controlling Interest Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | $ 2,374,280 | $ 0 | $ 0 | $ 24,839 | $ 2,349,441 | $ 0 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 0 | 0 | |||||||||
Balance at beginning of period at Dec. 31, 2020 | 2,374,280 | $ 0 | $ 0 | 24,839 | 2,349,441 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 1,568,400 | ||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 91,612,305 | 1,502,069,787 | |||||||||
Balance at end of period at Dec. 31, 2021 | 3,171,001 | $ 9 | $ 150 | 437 | 141,805 | 3,028,600 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | 0 | $ 10 | $ 150 | (24,839) | (2,164,975) | 2,189,654 | |||||
Balance at beginning of period (in shares) at Jan. 21, 2021 | 103,104,205 | 1,502,069,787 | |||||||||
Balance at beginning of period at Jan. 21, 2021 | 0 | $ 10 | $ 150 | (24,839) | (2,164,975) | 2,189,654 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 1,384,644 | 98,445 | 1,286,199 | ||||||||
Opening net liabilities of Gores Holdings IV, Inc. acquired | (75,380) | (75,380) | |||||||||
Class A common stock dividends | (39,805) | (39,805) | |||||||||
Member distributions to SFS Corp. | (368,832) | (368,832) | |||||||||
Stock-based compensation expense (in shares) | 6,430 | ||||||||||
Stock-based compensation expense | 6,467 | 437 | 6,030 | ||||||||
Class A common stock repurchase (in shares) | (11,498,330) | ||||||||||
Class A common stock repurchased | (81,627) | $ (1) | (5,065) | (76,561) | |||||||
Re-measurement of non-controlling interest due to change in parent ownership and other | $ 4,936 | $ 12,826 | $ (7,890) | ||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 91,612,305 | 1,502,069,787 | |||||||||
Balance at end of period at Dec. 31, 2021 | 3,171,001 | $ 9 | $ 150 | 437 | 141,805 | 3,028,600 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | 3,171,001 | $ 9 | $ 150 | 437 | 141,805 | 3,028,600 | |||||
Net income (loss) | 931,858 | 41,715 | 890,143 | ||||||||
Class A common stock dividends | (37,023) | (37,023) | |||||||||
Member distributions to SFS Corp. | (901,242) | (901,242) | |||||||||
Stock-based compensation expense (in shares) | 963,669 | ||||||||||
Stock-based compensation expense | 7,545 | 466 | 7,079 | ||||||||
Re-measurement of non-controlling interest due to change in parent ownership and other | (446) | (3,997) | 3,551 | ||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 92,575,974 | 1,502,069,787 | 92,575,974 | 1,502,069,787 | |||||||
Balance at end of period at Dec. 31, 2022 | 3,171,693 | $ 9 | $ 150 | 903 | 142,500 | 3,028,131 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | 3,171,693 | $ 9 | $ 150 | 903 | 142,500 | 3,028,131 | |||||
Net income (loss) | (69,782) | (13,230) | (56,552) | ||||||||
Class A common stock dividends | (37,351) | (37,351) | |||||||||
Member distributions to SFS Corp. | (600,828) | (600,828) | |||||||||
Stock-based compensation expense (in shares) | 1,078,295 | ||||||||||
Stock-based compensation expense | 12,863 | $ 1 | 799 | 12,063 | |||||||
Re-measurement of non-controlling interest due to change in parent ownership and other | $ (1,924) | $ 18,771 | $ (20,695) | ||||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 93,654,269 | 1,502,069,787 | 93,654,269 | 1,502,069,787 | |||||||
Balance at end of period at Dec. 31, 2023 | 2,474,671 | $ 10 | $ 150 | 1,702 | 110,690 | 2,362,119 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | $ 2,474,671 | $ 10 | $ 150 | $ 1,702 | $ 110,690 | $ 2,362,119 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (69,782) | $ 931,858 | $ 1,568,400 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Reserve for representations and warranties | 49,676 | 57,415 | 45,301 |
Capitalization of mortgage servicing rights | (2,269,378) | (2,213,572) | (2,397,483) |
Change in fair value of mortgage servicing rights | 854,148 | (284,104) | 587,813 |
Depreciation & amortization | 50,060 | 49,404 | 38,025 |
Stock-based compensation expense | 13,832 | 7,545 | 6,467 |
Retention of investment securities | 0 | 0 | (154,794) |
(Increase) decrease in fair value of investment securities | (4,502) | 28,227 | 1,061 |
Increase (decrease) in fair value of warrants liability | 6,060 | (7,683) | (36,105) |
(Increase) decrease in: | |||
Mortgage loans at fair value | 1,685,076 | 9,774,941 | (9,444,476) |
Derivative assets | 49,850 | (15,512) | (6,284) |
Other assets | (169,285) | 56,626 | (166,250) |
Increase (decrease) in: | |||
Derivative liabilities | (8,967) | 13,007 | (29,496) |
Other liabilities | (21,544) | (129,970) | 30,858 |
Net cash provided by (used in) operating activities | 165,244 | 8,268,182 | (9,956,963) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of premises and equipment | (26,434) | (26,615) | (65,384) |
Net proceeds from sale of mortgage servicing rights | 1,843,649 | 1,311,282 | 264,028 |
Proceeds from principal payments on investment securities | 7,439 | 10,987 | 1,107 |
Margin calls on borrowings against investment securities | 5,308 | (5,308) | 0 |
Net cash provided by investing activities | 1,829,962 | 1,290,346 | 199,751 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net repayments under warehouse lines of credit | (1,541,903) | (9,510,946) | 9,013,541 |
Repayments of finance lease liabilities | (12,826) | (17,323) | (13,704) |
Borrowings under equipment notes payable | 0 | 0 | 1,078 |
Repayments under equipment notes payable | (991) | (1,037) | (25,560) |
Borrowings under secured lines of credit | 1,000,000 | 1,250,000 | 79,700 |
Repayments under secured lines of credit | (1,000,000) | (500,000) | (400,000) |
Proceeds from issuance of senior notes | 0 | 0 | 1,200,000 |
Discount and direct issuance costs on senior notes | 0 | 0 | 12,159 |
Borrowings against investment securities | 166,067 | 101,345 | 118,786 |
Repayments of borrowings against investment securities | (173,598) | (118,786) | 0 |
Proceeds from business combination transaction | 0 | 0 | 895,134 |
Costs incurred related to business combination transaction | 0 | 0 | (11,260) |
Dividends paid to Class A common stockholders | (37,244) | (36,936) | (30,634) |
Member distributions paid to SFS Corp. | (600,828) | (751,035) | (1,468,832) |
Class A common stock repurchased | 0 | 0 | (81,627) |
Other financing activities | (1,313) | 0 | 0 |
Net cash provided by (used in) financing activities | (2,202,636) | (9,584,718) | 9,264,463 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (207,430) | (26,190) | (492,749) |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 704,898 | 731,088 | 1,223,837 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | 497,468 | 704,898 | 731,088 |
SUPPLEMENTAL INFORMATION | |||
Cash paid for interest | 341,090 | 241,732 | 287,295 |
Cash paid (received) for taxes | $ (56) | $ 0 | $ 1,776 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Orga nization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements. See Note 13 - Non-Controlling Interests for further information. Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC, and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company’s current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged at the option of the Company, along with its stapled share of Class D common stock, for either, (a) cash or (b) one share of the Company’s Class B common stock. Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 13 - Non-Controlling Interests for further information. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets prior to January 2026. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 20 - Earnings Per Share for further information. Upon completion of the business combination transaction, the directors and officers of Gores Holdings IV, Inc. (the “Gores Directors and Officers”) resigned, the Company appointed new directors to its Board, and certain officers of UWM became officers of the Company. Pursuant to the Business Combination Agreement, the Company is obligated to indemnify the Gores Directors and Officers for costs or losses incurred prior to or after the closing of the business combination transaction that arose by reason of the fact that he or she is or was a director or officer of Gores Holdings IV, Inc. The Gores Directors and Officers have been named as defendants in class action suits in Delaware Chancery Court in which it is alleged that they breached their fiduciary duties to shareholders of Gores Holdings, IV. Pursuant to its obligations under the Business Combination Agreement, the Company is indemnifying the Gores Directors and Officers in connection with these lawsuits. The Company has insurance which it believes will cover any material liability that could arise pursuant to its indemnification obligations to the Gores Directors and Officers. Basis of Presentation and Consolidation The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Dividend Policy In connection with its decision to declare a dividend on its Class A common stock, the Company's Board of Directors (the "Board"), in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, can determine whether to (a) make distributions from Holdings LLC to only the Company, as the owner of the Class A Units of Holdings LLC with the proportional amount due to SFS Corp. as the owner of the Class B Units of Holdings LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of Holdings LLC are converted into shares of Class B common stock of the Company or (b) make proportional and simultaneous distributions from Holdings LLC to both the Company, as the owner of the Class A Units of Holdings LLC and to SFS Corp. as the owner of the Class B Units of Holdings LLC. Operating Segments The Company has a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (or “CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information on a consolidated basis. Cash and Cash Equivalents The Company considers cash and temporary investments with original maturities of three months or less to be cash and cash equivalents. The Company typically maintains cash balances in financial institutions in excess of Federal Deposit Insurance Corporation limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these balances. Mortgage Loans at Fair Value and Revenue Recognition Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans is estimated using observable market information including pricing from current cash commitments from government sponsored enterprises, recent market commitment prices, or broker quotes, as if the loans were to be sold currently into the secondary market. See Note 2 - Mortgage Loans at Fair Value for further information. Loans are considered to be sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that entitles or obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met when transferring title to another party where no substantive repurchase rights or obligations exist. The Company generates revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. A majority of the revenues from mortgage loan originations are recognized when the loan is originated which is the primary revenue recognition event as the loans are recorded at fair value upon origination. Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including (1) primary gain, which represents the premium the Company receives in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the secondary market; when the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings; (2) loan origination and certain other fees related to the origination of a loan, which generally represent flat, per-loan fee amounts, which are recognized at the time loans are originated; (3) provision for representation and warranty obligations, which represent the reserves initially established for the Company's estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors; included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; (4) the change in fair value of interest rate lock commitments, forward loan sale commitments, and recorded loans on the balance sheet, due to changes in estimated fair value, driven primarily by interest rates but also influenced by other assumptions; and (5) capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained. Compensation earned by the Company's Independent Mortgage Brokers is included in the cost of the loans the Company originates, and therefore netted within loan production income. Loan servicing income. Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is generally based on a contractual percentage of the outstanding principal balance and servicing revenue is recognized as the related mortgage payments are received by the Company’s sub-servicer. Interest income. Interest income on mortgage loans at fair value is accrued based upon the principal amount outstanding and contractual interest rates. Income recognition is discontinued when loans become 90 days delinquent or when, in management’s opinion, the collectability of principal and interest becomes doubtful and the specific loan is put on non-accrual status. Mortgage Servicing Rights and Revenue Recognition When a loan is sold the Company typically retains the MSRs. Specifically, the Company retains the right and obligation to service the loan and receives a fee for collecting payments and transmitting collected payments to the purchasers of the loan. At the date the loan is sold with servicing retained, the fair value of the MSR is capitalized and recognized within loan production income. MSRs are initially recorded at estimated fair value. To determine the fair value of the servicing right created, the Company uses third party estimates of fair value at the time of initial recognition. On January 1, 2021, the Company adopted the fair value method to measure its servicing assets and liabilities for all current classes of servicing assets and liabilities subsequent to initial recognition. Management believes that the fair value method more directly reports the current expected benefits and obligations of the Company's servicing rights. The adoption of the fair value method for a particular class of servicing assets is irrevocable. Prior to January 1, 2021, the Company measured its servicing assets and liabilities after initial recognition using the amortized cost method. This change in accounting resulted in a $3.4 million increase to retained earnings and the MSR asset as of January 1, 2021. Changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations. The fair value of MSRs is estimated with the assistance of a third party broker based upon a valuation model that calculates the estimated present value of future cash flows. The valuation model incorporates market estimates of prepayment speeds, discount rates, cost to service, float earnings, ancillary income, inflation, and delinquency and default rates. Sales of MSRs are recognized when the risk and rewards of ownership have been transferred to a buyer, and a substantive non-refundable down payment is received. Also, any risks retained by the Company must be reasonably quantifiable to be eligible for sale accounting. See Note 5 – Mortgage Servicing Rights for further information. Representations and Warranties Reserve Loans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within accounts payable, accrued expenses and other, as well as within loan production income, and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. See Note 10 - Commitments and Contingencies for further information. Derivatives Derivatives are recognized as assets or liabilities on the consolidated balance sheets and measured at fair value with changes in fair value recorded within the consolidated statements of operations in the period in which they occur. The Company enters into derivative instruments to reduce its risk exposure to fluctuations in interest rates. The Company accounts for derivative instruments as free-standing derivative instruments and does not designate any for hedge accounting. Interest Rate Lock Commitments (IRLCs) on mortgage loans to be originated or purchased which are intended to be sold are considered to be derivatives with changes in fair value recorded in the consolidated statements of operations as part of loan production income. Fair value is estimated primarily based on relative changes in interest rates for the underlying mortgages to be originated or purchased. Fair value estimates also take into account the probability that loan commitments may not be exercised by customers. The Company uses forward mortgage backed security contracts, which are known as forward loan sale commitments (or "FLSCs"), to economically hedge the IRLCs. See Note 3 – Derivatives for further information. Loans Eligible for Repurchase from Ginnie Mae For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company’s intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs. Leases The Company enters into contracts to lease real estate (land and buildings), furniture and fixtures, and information technology equipment. Leases that meet one of the finance lease criteria are classified as finance leases, while all others are classified as operating leases. The Company determines if an arrangement is a lease at inception and has made an accounting policy election to not capitalize leases with initial terms of 12 months or less. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term. The lease term used in the calculation includes any options to extend that the Company is reasonably certain to exercise. The lease liability is equal to the present value of future lease payments. The right-of-use asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received. Operating and finance lease right-of-use assets and liabilities are recorded separately on the consolidated balance sheets. In determining the present value of future lease payments, the Company uses estimated incremental borrowing rates based on information available at the lease commencement date when an implicit rate is not readily determinable for a given lease. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company uses an incremental borrowing rate estimated by referencing the Company’s collateralized borrowings. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease agreements include both lease and non-lease components which are generally accounted for as a single component to the extent that the costs are fixed. If the non-lease components are not fixed, the costs are treated as variable lease costs. Subsequent to lease commencement, lease liabilities recorded for finance leases are measured using the effective interest method and the related right-of-use assets are amortized on a straight-line basis over the lease term. For finance leases, interest expense and amortization expense are recorded separately in the consolidated statements of operations as part of "Interest expense" and "Depreciation and amortization," respectively. For operating leases, total lease cost is comprised of lease expense and variable lease cost. Lease expense includes lease payments, which are recognized on a straight-line basis over the lease term. Variable lease cost includes common area maintenance charges, real estate taxes, insurance and other expenses, where applicable, which are expensed as incurred. Total lease cost for operating leases is recorded as part of "General and administrative" expense in the consolidated statements of operations. See Note 7 - Leases for further information. Income Taxes The Company accounts for income taxes by recognizing expense or benefit for the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which those differences are expected to reverse. Valuation allowances are recognized to reduce deferred tax assets to the amounts the Company concludes are more likely than not to be realized. Within particular tax jurisdictions, deferred tax assets and liabilities are offset and presented as a single amount. Net deferred tax liabilities are reported in accounts payable, accrued expenses and other. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company recognizes the financial statement effects of income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding a tax position. The Company reports interest and penalties related to uncertain tax positions as a component of income tax expense. See Note 18 – Income Taxes for further information. Tax Receivable Agreement The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC common units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings. The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the consolidated statements of operations. See Note 11 - Accounts Payable, Accrued Expenses and Other for further information. Related Party Transactions The Company enters into various transactions with related parties. See Note 17 – Related Party Transactions for further information. Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and subsequently (recorded within "Accounts payable, accrued expenses and other"), with the change in their respective fair values recognized in the consolidated statement of operations (recorded within "Other expense/(income)"). Stock-Based Compensation Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, and 69,804,623 sh ares remained available for issuance under the 2020 Plan as of December 31, 2023 . Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" on the consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur. See Note 19 – Stock-based Compensation for further information. Servicing Advances Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for contractual principal and interest, property taxes, insurance premiums and other out-of-pocket costs. Advances are made in accordance with the servicing agreements and are recoverable upon liquidation. The Company periodically evaluates the advances for collectability and amounts are written-off when they are deemed uncollectible. Servicing advances are included in "Accounts receivable, net" on the consolidated balance sheets. Advertising and Marketing Advertising and marketing is expensed as incurred and amounted to $28.4 million, $29.0 million and $21.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in "Marketing, travel, and entertainment expenses" in the consolidated statements of operations. Escrow and Fiduciary Funds The Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors with third-party financial institutions. The balances of these accounts for escrows amounted to $1.55 billion and $1.58 billion at December 31, 2023 and December 31, 2022, respectively, and the balances of these accounts for investor funds amounted to $0.50 billion and $0.46 billion as of December 31, 2023 and December 31, 2022, respectively, and are excluded from the consolidated balance sheets. Contingencies The Company evaluates contingencies based on information currently available and establishes an accrual for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amount accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies involves the use of critical estimates, assumptions and judgments. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change. Risks and Uncertainties The Company encounters certain economic and regulatory risks inherent in the consumer finance business. Economic risks include interest rate risk and credit risks. The Company is subject to interest rate risk to the extent that in a rising interest rate environment, the Company may experience a decrease in loan production, as well as decreases in the value of mortgage loans at fair value and in commitments to originate loans, which may negatively impact the Company’s operations. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which mortgage loans are being held at fair value or subsequently under any representation and warranty provisions within the Company’s sale agreements. The Company is subject to substantial regulation as it directly provides financing to consumers acquiring residential real estate. The Company sells loans to investors without specific recourse. As such, the investors have assumed the risk of loss of default by the borrower. However, the Company is usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation and collateral. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. In addition, if loans pay-off within a specified time |
Mortgage Loans at Fair Value
Mortgage Loans at Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Mortgage Loans at Fair Value | MORTGAGE LOANS AT FAIR VALUE The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the consolidated statements of operations. (In thousands) December 31, December 31, Mortgage loans, unpaid principal balance $ 5,380,119 $ 7,128,131 Premiums paid on mortgage loans 55,112 70,914 Fair value adjustment 14,653 (64,085) Mortgage loans at fair value $ 5,449,884 $ 7,134,960 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company enters into IRLCs to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 76% and 77% as of December 31, 2023 and December 31, 2022, respectively. The Company primarily uses FLSCs to economically hedge its pipeline of IRLCs and mortgage loans at fair value. The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): December 31, 2023 December 31, 2022 Fair value Fair value Derivative Derivative Notional Derivative Derivative Notional IRLCs $ 29,623 $ 2,933 $ 6,264,727 (a) $ 7,872 $ 32,294 $ 5,359,684 (a) FLSCs 3,396 37,848 10,469,975 74,997 17,454 10,944,875 Total $ 33,019 $ 40,781 $ 82,869 $ 49,748 (a) Notional amounts have been adjusted for pullthrough rates of 76% and 77%, re spectively. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET The following summarizes accounts receivable, net (in thousands): December 31, December 31, Servicing advances $ 177,021 $ 162,896 Servicing fees 164,629 110,891 Investor receivables 97,109 25,701 Receivables from sales of servicing 48,936 56,019 Origination receivables 26,426 24,179 Derivative settlements receivable 1,794 8,204 Other receivables 753 378 Provision for current expected credit losses (4,598) (5,121) Total accounts receivable, net $ 512,070 $ 383,147 |
Mortgage Servicing Rights
Mortgage Servicing Rights | 12 Months Ended |
Dec. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Mortgage Servicing Rights | MORTGAGE SERVICING RIGHTS Mortgage servicing rights are recognize d on the consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company's MSRs are measured at fair value, which is determined u sing a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various external sources. The unpaid principal balance of mortgage loans serviced for others approximated $299.5 billion a nd $312.5 billion at December 31, 2023 and December 31, 2022, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs. The following table summarizes changes in the MSR assets for the years ended December 31, 2023, 2022 and 2021 (in thousands): For the year ended December 31, 2023 2022 2021 Fair value, beginning of period $ 4,453,261 $ 3,314,952 $ 1,760,304 Capitalization of MSRs 2,269,378 2,213,572 2,397,483 MSR and excess servicing sales (1,881,683) (1,387,180) (269,925) Changes in fair value: Due to changes in valuation inputs or assumptions (330,031) 868,803 286,348 Due to collection/realization of cash flows/other (484,789) (556,886) (859,258) Fair value, end of period $ 4,026,136 $ 4,453,261 $ 3,314,952 The following is a summary of the components of the total change in fair value of MSRs as reported in the consolidated statements of operations (in thousands): For the year ended December 31, 2023 2022 2021 Changes in fair value: Due to changes in valuation inputs and assumptions $ (330,031) $ 868,803 $ 286,348 Due to collection/realization of cash flows and other (484,789) (556,886) (859,258) Net reserves and transaction costs on sales of servicing rights (39,328) (27,813) (14,903) Changes in fair value of mortgage servicing rights $ (854,148) $ 284,104 $ (587,813) During the years ended December 31, 2023, 2022 and 2021, the Company sold MSRs on loans with an aggregate UPB of approximately $99.2 billion, $112.9 billion and $22.7 billion, respectively, for proceeds of approximately $1.3 billion, $1.4 billion and $269.9 million, respectively. In addition, during the year ended December 31, 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $94.9 billion for proceeds of approximately $588.6 million. In connection with these sales, the Company recorded a net $39.3 million, $27.8 million and $14.9 million, respectively, for its estimated obligation for protection provisions granted to the buyers and transaction costs, which is reflected as part of the change in fair value of MSRs in the consolidated statements of opera tions. There were no excess servicing cash flow sales during the years ended December 31, 2022 and 2021. The following table summarizes the loan servicing income recognized during the years ended December 31, 2023, 2022 and 2021, respectively (in thousands): For the year ended December 31, 2023 2022 2021 Contractual servicing fees $ 803,750 $ 781,109 $ 632,276 Late, ancillary and other fees 14,953 10,963 6,462 Loan servicing income $ 818,703 $ 792,072 $ 638,738 The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2023 and December 31, 2022, respectively: December 31, December 31, Range Weighted Average Range Weighted Average Discount rates 10.0 % — 16.0 % 11.1 % 9.5 % — 15.0 % 10.1 % Annual prepayment speeds 5.3 % — 21.9 % 9.6 % 6.7 % — 14.0 % 7.9 % Cost of servicing $74 — $111 $84 $75 — $108 $80 The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2023 and December 31, 2022, respectively, (in thousands): December 31, December 31, Discount rate: + 10% adverse change – effect on value $ (140,727) $ (183,972) + 20% adverse change – effect on value (269,702) (353,120) Prepayment speeds: + 10% adverse change – effect on value $ (124,651) $ (143,483) + 20% adverse change – effect on value (240,082) (277,992) Cost of servicing: + 10% adverse change – effect on value $ (31,869) $ (39,362) + 20% adverse change – effect on value (63,738) (78,724) These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ, and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the table above, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance, or lower discount rates as investors may accept lower returns in a lower interest rate environment), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time. |
Premises and Equipment, Net
Premises and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Premises and Equipment, Net | PREMISES AND EQUIPMENT, NET Premises and equipment is recorded at cost and depreciated or amortized using the straight line method over the estimated useful lives of the assets, which primarily range from 3 to 10 years for office furniture, equipment and software. Leasehold improvements are amortized over the shorter of the related lease term or the estimated useful life of the assets. The following is a summary of premises and equipment, net (in thousands): December 31, December 31, Leasehold improvements $ 163,499 $ 160,947 Furniture and equipment 42,154 38,583 Software, including internally-developed 47,506 25,491 Construction in process 147 1,323 Accumulated depreciation and amortization (106,889) (73,868) Premises and equipment, net $ 146,417 $ 152,477 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | LEASES Lease Right-of-Use Assets and Liabilities The Company has operating and finance lease arrangements related to its facilities, furniture and fixtures, and information technology equipment. A substantial portion of the Company’s lease arrangements are with related party entities. See Note 17 - Related Party Transactions for further information. The Company’s operating lease agreements have remaining terms ranging fro m approximately four $12.0 million and $11.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Variable lease expense amounted to $10.8 million , $4.5 million and $0.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s financing lease agreements have remaining te rms ranging from approximately two months to twelve years. For the year ended December 31, 2023, total interest expense and amortization expense under finance leases amounted to $1.3 million and $13.1 million, respectively, of which $1.0 million of interest expense and $2.1 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2022, total interest expense and amortization expense under finance leases amounted to $1.9 million and $17.7 million, respectively, of which $1.0 million of interest expense and $2.1 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2021, total interest expense and amortization expense under finance leases amounted to $2.2 million and $14.4 million, respectively, of which $0.9 million of interest expense and $2.0 million of amortization expense was attributed to related party finance leases. Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 12,873 $ 12,537 Cash paid for amounts included in the measurement of finance lease liabilities – financing and operating cash flows 14,146 19,218 Operating lease right-of-use assets obtained in exchange for operating leases liabilities — 3,984 Financing lease right-of-use assets obtained in exchange for finance lease liabilities — 2,861 Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 12.6 years 13.6 years Weighted average remaining lease term – finance leases 10.3 years 8.8 years Weighted average discount rate – operating leases 7.4 % 7.4 % Weighted average discount rate – finance leases 3.6 % 3.6 % The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 12,873 2025 12,990 2026 12,996 2027 12,959 2028 12,250 Thereafter 98,466 Total lease payments 162,534 Less imputed interest (56,510) Total $ 106,024 The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 6,581 2025 3,057 2026 2,665 2027 2,668 2028 2,668 Thereafter 19,273 Total lease payments 36,912 Less imputed interest (6,234) Total $ 30,678 |
Leases | LEASES Lease Right-of-Use Assets and Liabilities The Company has operating and finance lease arrangements related to its facilities, furniture and fixtures, and information technology equipment. A substantial portion of the Company’s lease arrangements are with related party entities. See Note 17 - Related Party Transactions for further information. The Company’s operating lease agreements have remaining terms ranging fro m approximately four $12.0 million and $11.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Variable lease expense amounted to $10.8 million , $4.5 million and $0.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s financing lease agreements have remaining te rms ranging from approximately two months to twelve years. For the year ended December 31, 2023, total interest expense and amortization expense under finance leases amounted to $1.3 million and $13.1 million, respectively, of which $1.0 million of interest expense and $2.1 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2022, total interest expense and amortization expense under finance leases amounted to $1.9 million and $17.7 million, respectively, of which $1.0 million of interest expense and $2.1 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2021, total interest expense and amortization expense under finance leases amounted to $2.2 million and $14.4 million, respectively, of which $0.9 million of interest expense and $2.0 million of amortization expense was attributed to related party finance leases. Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 12,873 $ 12,537 Cash paid for amounts included in the measurement of finance lease liabilities – financing and operating cash flows 14,146 19,218 Operating lease right-of-use assets obtained in exchange for operating leases liabilities — 3,984 Financing lease right-of-use assets obtained in exchange for finance lease liabilities — 2,861 Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 12.6 years 13.6 years Weighted average remaining lease term – finance leases 10.3 years 8.8 years Weighted average discount rate – operating leases 7.4 % 7.4 % Weighted average discount rate – finance leases 3.6 % 3.6 % The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 12,873 2025 12,990 2026 12,996 2027 12,959 2028 12,250 Thereafter 98,466 Total lease payments 162,534 Less imputed interest (56,510) Total $ 106,024 The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 6,581 2025 3,057 2026 2,665 2027 2,668 2028 2,668 Thereafter 19,273 Total lease payments 36,912 Less imputed interest (6,234) Total $ 30,678 |
Warehouse and Other Secured Lin
Warehouse and Other Secured Lines of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Warehouse and Other Secured Lines of Credit | WAREHOUSE AND OTHER SECURED LINES OF CREDIT Warehouse Lines of Credit The Company had the following warehouse lines of credit with financial institutions as of December 31, 2023 and December 31, 2022, respectively, (in thousands): Warehouse Lines of Credit 1 Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date Total Advanced Against Line as of December 31, Total Advanced Against Line as of December 31, Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2023: $400 Million 2 8/21/2012 1/18/2023 $ — $ 188,607 $200 Million 2 3/30/2018 11/6/2023 — 170,478 $300 Million 2 8/19/2016 11/8/2023 — 235,804 $250 Million 4/23/2021 4/23/2024 103,729 185,502 $500 Million 2/29/2012 5/17/2024 489,117 142,570 $1.0 Billion 7/24/2020 8/29/2024 791,760 642,544 $200 Million 10/30/2020 11/5/2024 75,691 97,216 $300 Million 2/26/2016 12/19/2024 271,179 193,023 $1.0 Billion 7/10/2012 1/6/2025 175,604 521,440 $2.5 Billion 12/31/2014 2/19/2025 1,252,169 1,588,787 $500 Million 3/7/2019 2/20/2025 213,556 236,462 $3.0 Billion 5/9/2019 11/28/2025 1,475,368 2,239,591 Early Funding: $600 Million (ASAP + - see below) No expiration — — $750 Million (EF - see below) No expiration 53,917 1,968 $ 4,902,090 $ 6,443,992 All interest rates are variable based upon a spread to SOFR or other alternative index. 1 An aggregate of 2 This warehouse line of credit agreement expired pursuant to its terms prior to December 31, 2023. We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before we have grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of December 31, 2023, no amount was outstanding through the ASAP+ program and $53.9 million was outstanding through the EF program. As of December 31, 2023, the Company had pledged mortgage loans at fair value as collateral under the above warehouse lines of credit. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income, as defined in the agreements. The Company was in compliance with all of these covenants as of December 31, 2023. MSR Facilities In the third quarter of 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A., providing UWM with up to $1.5 billion of uncommitted borrowing capacity to finance the origination, acquisition or holding of certain mortgage servicing rights (the “MSR Facility”). The MSR Facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Fannie Mae or Freddie Mac that meet certain criteria. Available borrowings under the MSR Facility are based on the fair market value of the collateral. Borrowings under the MSR Facility bear interest based on SOFR plus an applicable margin. The MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net incom e as defined in the agreement. As of December 31, 2023, the Company was in compliance with all applicable covenants . The MSR Facility has a maturity date of November 5, 2024. As of December 31, 2023 and December 31, 2022, $500.0 million and $750.0 million, respectively, was outstanding under the MSR Facility. In the first quarter of 2023, the Company's consolidated subsidiary, UWM, entered into a Credit Agreement with Goldman Sachs Bank USA, providing UWM with up to $500.0 million of uncommitted borrowing capacity to finance the origination. acquisition or holding of certain mortgage servicing rights (the "GNMA MSR facility"). The GNMA MSR facility is collateralized by all of UWM's mortgage servicing rights that are appurtenant to mortgage loans pooled in securitization by Ginnie Mae that meet certain criteria. Available borrowings under the GNMA MSR facility are based on the fair market value of the collateral. Borrowings under the GNMA MSR facility bear interest based on SOFR plus an applicable margin. The GNMA MSR Facility contains covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquidity, maximum debt to net worth ratio, and net income as defined in the agreement. As of December 31, 2023, the Company was in compliance with all applicable covenants. The draw period for the GNMA MSR facility ends on March 20, 2024, and the facility has a maturity date of March 20, 2025. As of December 31, 2023, $250.0 million was outstanding under the GNMA MSR facility. Outstanding borrowings under the MSR facilities are reported within the "Secured lines of credit" financial statement line item on the consolidated balance sheets. |
Other Borrowings
Other Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Other Borrowings | OTHER BORROWINGS Senior Notes The follo wing is a summary of the senior unsecured notes issued by the Company (in thousands): Facility Type Maturity Date Interest Rate Outstanding Principal at December 31, 2023 Outstanding Principal at December 31, 2022 2025 Senior Unsecured Notes (1) 11/15/2025 5.50 % $ 800,000 $ 800,000 2029 Senior Unsecured Notes (2) 04/15/2029 5.50 % 700,000 700,000 2027 Senior Unsecured Notes (3) 06/15/2027 5.75 % 500,000 500,000 Total Senior Unsecured Notes $ 2,000,000 $ 2,000,000 Weighted average interest rate 5.56 % 5.56 % (1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $4.1 million and $6.3 million as of December 31, 2023 and December 31, 2022, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $4.6 million and $5.5 million as of December 31, 2023 and December 31, 2022, respectively. (3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the consolidated balance sheets by $3.0 million and $3.9 million as of December 31, 2023 and December 31, 2022, respectively. 2025 Senior Notes On November 3, 2020, the Company's consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year. Beginning on November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. 2029 Senior Notes On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year. On or after April 15, 2024, the Company may, at its option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to April 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2029 Senior Notes prior to April 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest. 2027 Senior Notes On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year. On or after June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to June 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes originally issued at a redemption price of 105.75% of the principal amount of the 2027 Senior Notes redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2027 Senior Notes prior to June 15, 2024 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest. The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptio ns and qualifications. The Company was in compliance with the terms of the indentures as of December 31, 2023. Revolving Credit Facility On August 8, 2022, UWM entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) between UWM, as the borrower, and SFS Corp., as the lender. The Revolving Credit Agreement provides for, among other things, a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility had an initial one-year term and automatically renews for successive one-year periods unless terminated by either party. Amounts borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed from time to time, and accrue interest at the Applicable Prime Rate (as defined in the Revolving Credit Agreement). UWM may utilize the Revolving Credit Facility in connection with: (i) operational and investment activities, including but not limited to funding and/or advances related to (a) servicing rights, (b) ‘scratch and dent’ loans, (c) margin requirements, and (d) equity in loans held for sale; and (ii) general corporate purposes. The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, an d the availability of funds under the Revolving Credit Facility is subject to our continued compliance with these covenants. The Company was in compliance with these covenants as of December 31, 2023. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2023 or December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Representations and Warranties Reserve Loans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase by the Company in the event of specific default by the borrower or upon subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within "Accounts payable, accrued expenses, and other" as well as within "loan production income," and continues to evaluate its on-going exposures in subsequent perio ds. The reserve is estimated based on the Company’s assessment of its obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. T he Company repu rchased $259.0 million, $355.8 million and $133.4 million in UPB of loans during the years ended December 31, 2023, 2022 and 2021, respectively, related to its representations and warranties obligations. The activity of the representations and warranties reserve was as follows (in thousands): For the year ended December 31, 2023 2022 2021 Balance, beginning of period $ 60,495 $ 86,762 $ 69,542 Additions 49,676 57,415 45,301 Losses realized, net (47,306) (83,682) (28,081) Balance, end of period $ 62,865 $ 60,495 $ 86,762 Commitments to Originate Loans As of December 31, 2023, the Company had agreed to extend credit to potential borrowers for approximately $23.4 billion. These contracts represent off-balance sheet credit risk where the Company may be required to extend credit to these borrowers based on the prevailing interest rates and prices at the time of execution. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other | ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER The following summarizes accounts payable, accrued expenses and other (in thousands): December 31, 2023 December 31, 2022 Servicing fees payable $ 99,694 $ 67,969 Accrued compensation and benefits 82,745 71,447 Derivative settlements payable 64,777 78,012 Representations and warranties reserve 62,865 60,495 Other accounts payable 43,174 21,010 Deferred tax liability 30,334 36,331 Investor payables 25,001 27,620 Accrued interest and bank fees 24,985 49,751 TRA liability 15,494 17,069 Other accrued expenses 12,199 8,241 Public and Private Warrants 7,833 1,774 Total accounts payable, accrued expenses and other $ 469,101 $ 439,719 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity ( “ VIE ” ) consolidation model. The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represent the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC. The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the years ended December 31, 2023, 2022 and 2021. In 2021, UWM began selling some of the mortgage loans that it originates through private label securitization transactions. There have been no loan sales through UWM's private label securitization transactions since 2021. In executing these transactions, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The securitization entities are funded through the issuance of beneficial interests in the securitized assets. The beneficial interests take the form of trust certificates, some of which are sold to investors and some of which may be retained by the Company due to regulatory requirements. Retained beneficial interests consist of a 5% vertical interest in the assets of the securitization trusts, in order to comply with the risk retention requirements applicable to certain of the Company's securitization transactions. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts, and these investments are presented as “Investment securities at fair value, pledged” in the consolidated balance sheet as of December 31, 2023 and December 31, 2022 . Changes in the fair value of these retained beneficial interests are reported as part of "Other expense (income)" in the consolidated statements of operations. The Company also retains the servicing rights on the securitized mortgage loans. The Company has accounted for these transactions as sales of financial assets. The securitization trusts that purchase the mortgage loans from the Company and securitize those mortgage loans are VIEs, and the Company holds variable interests in certain of these entities. Because the Company does not have the obligation to absorb the VIEs’ losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the Co mpany is not the primary beneficiary of these securitization trusts and is not required to consolidate these VIEs. The Company separately entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts, which have been accounted for as borrowings against investment securities. As of December 31, 2023, $108.1 million of the $110.4 million of investment securities at fair value have been pledged as collateral for these borrowings against investment securities. The outstanding principal balance of these borrowings was approximately $93.8 million with remaining maturities ranging from approximately one |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NON-CONTROLLING INTERESTS The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of: December 31, 2023 December 31, 2022 Common Units Ownership Percentage Common Units Ownership Percentage UWM Holdings Corporation ownership of Class A Common Units 93,654,269 5.87 % 92,575,974 5.81 % SFS Corp. ownership of Class B Common Units 1,502,069,787 94.13 % 1,502,069,787 94.19 % Balance at end of period 1,595,724,056 100.00 % 1,594,645,761 100.0 % The non-controlling interest holder has the right to exchange Class B Common Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Stapled Interests”), for, at the Company's option, (i) shares of the Company's Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company's Class A common stock). As such, future exchanges of Stapled Interests by the non-controlling interest holder will result in a change in ownership and reduce or increase the amount re corded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. As of December 31, 2023, SFS Corp. has not exchanged any Stapled Interests. During the year ended December 31, 2023, the Company issued 1,078,295 shares of Class A common stock, net of withholdings, which primarily related to the vesting of RSUs under its stock-based compensation plan and grants to the Company's non-employee directors . During the year ended December 31, 2022 , the Company issued 963,772 shares of Class A common stock which primarily related to the vesting of RSUs under its stock-based compensation plan and grants to the Company's non-employee directors. This resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a r |
Regulatory Net Worth Requiremen
Regulatory Net Worth Requirements | 12 Months Ended |
Dec. 31, 2023 | |
Mortgage Banking [Abstract] | |
Regulatory Net Worth Requirements | REGULATORY NET WORTH REQUIREMENTS Certain secondary market agencies and state regulators require UWM to maintain minimum net worth, capital, and liquidity requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency. UWM is required to maintain certain mini |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution 401(k) plan covering substantially all team members. Team members can make elective contributions t o the plan as allowed by the Internal Revenue Service and plan limitations. The Company makes discretionary matching contributions of 50% of the first 3% of team members’contributions to the plan, up to an annual maximum of approximately $2,500 per team member. Matching contributions to the plan totaled approximat ely $5.2 million, $5.5 million and $6.8 million for th |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions. Fair value measurements are classified in the following manner: Level 1 —Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date. Level 3 —Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use. In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value m easurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgement is required to measure fair value. The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of December 31, 2023 or December 31, 2022. Mortgage loans at fair value : The Company has elected the fair value option for mortgage loans. Accordingly, the fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2. IRLCs : The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The IRLCs are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3. MSRs : The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3. FLSCs : The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data, and therefore, the fair value measurements of these commitments are categorized as Level 2. Investment securities at fair value, pledged : The Company occasionally sells mortgage loans that it originates through private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2. Public and Private Warrants : The fair value of Public Warrants is based on the price of trades of these securities in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2. Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 5,449,884 $ — $ 5,449,884 IRLCs — — 29,623 29,623 FLSCs — 3,396 — 3,396 Investment securities at fair value, pledged — 110,352 — 110,352 Mortgage servicing rights — — 4,026,136 4,026,136 Total assets $ — $ 5,563,632 $ 4,055,759 $ 9,619,391 Liabilities: IRLCs $ — $ — $ 2,933 $ 2,933 FLSCs — 37,848 — 37,848 Public and Private Warrants 3,078 4,755 — 7,833 Total liabilities $ 3,078 $ 42,603 $ 2,933 $ 48,614 December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 7,134,960 $ — $ 7,134,960 IRLCs — — 7,872 7,872 FLSCs — 74,997 — 74,997 Investment securities at fair value, pledged — 113,290 — 113,290 Mortgage servicing rights — — 4,453,261 4,453,261 Total assets $ — $ 7,323,248 $ 4,461,133 $ 11,784,381 Liabilities: IRLCs $ — $ — $ 32,294 $ 32,294 FLSCs — 17,454 — 17,454 Public and Private warrants 1,328 445 — 1,773 Total liabilities $ 1,328 $ 17,899 $ 32,294 $ 51,521 The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs: Unobservable Input - IRLCs December 31, 2023 December 31, 2022 Pullthrough rate (weighted avg.) 76 % 77 % Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the year ended December 31, 2023. Level 3 Issuances and Transfers The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented consolidated financial statements. Other Financial Instruments The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands): December 31, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2025 Senior Notes, due 11/15/25 $ 795,894 $ 795,144 $ 793,703 $ 724,928 2029 Senior Notes, due 4/15/29 695,370 662,396 694,496 565,607 2027 Senior Notes, due 6/15/27 497,003 490,825 496,137 430,920 $ 1,988,267 $ 1,948,365 $ 1,984,336 $ 1,721,455 The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information from independent sources. Due to their nature and respective terms (including the variable interest rates on warehouse and other lines of credit and borrowings against investment securities) , the carrying value of cash and cash equivalents, receivables, payables, equipment notes payable, borrowings against investment securities and warehouse and other lines of credit approximate their fair values as of December 31, 2023 and December 31, 2022, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In the normal course of business, the Company engages in the following significant related party transactions: • The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder (who is a current member of the Board of Directors) and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements; • Legal services are provided to the Company by a law firm in which the Company’s founder is a partner; • The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes. Our executive officers (other than the CEO) may, from time to time, be authorized by the CEO to use the aircraft for personal trips; • Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company. For the years ended December 31, 2023, 2022 and 2021, the Company made net payments of approximately $21.2 million , $26.4 million and $21.1 million, respectively, to various companies related through common ownership. Such related party payments were comprised of, (i) with respect to the year ended December 31, 2023, approximately $20.0 million in rent and other occupancy related fees, $0.6 million in legal fees, and $0.6 million in other general and administrative expenses, (ii) with respect to the year ended December 31, 2022, approximately $24.9 million in rent and other occupancy related fees, $0.6 million in legal fees and $0.9 million in other general and administrative expenses and (iii) with respect to the year ended December 31, 2021, approximately $19.4 million in rent and other occupancy related fees, $0.6 million in legal fees,$0.2 million in direct origination costs and $0.9 million in other general and administrative expenses. Additionally, the Company made payments of $0.4 million, $0.5 million and $0.8 million to unrelated third parties for pilots and ancillary services related to usage of the aircraft for the years ended December 31, 2023, 2022, and 2021 respectively. UWM entered into a $500.0 million unsecured Revolving Credit Facility with SFS Corp. as the lender during the third quarter of 2022. Refer to Note 9 - Other borrowings |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision (Benefit) Earnings (loss) before income taxes of the Company are related to operations within the United States, and no component of the Company's earnings are related to foreign operations. The following table details the Company's provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021: For the year ended December 31, 2023 2022 2021 Current income tax expense (benefit): Federal $ 31 $ (118) $ 73 State 64 (569) 1,424 Total current income tax expense (benefit) 95 (687) 1,497 Deferred income tax expense (benefit): Federal (4,798) 3,916 7,494 State (1,808) (418) 850 Total deferred income tax expense (benefit) (6,606) 3,498 8,344 Total provision (benefit) for income taxes $ (6,511) $ 2,811 $ 9,841 The following table provides a reconciliation of the statutory federal income tax expense (benefit) to the income tax expense (benefit) from continuing operations: For the year ended December 31, 2023 2022 2021 Income tax expense (benefit) at the federal statutory rate $ (16,022) $ 196,400 $ 331,431 Income (loss) attributable to non-controlling interest 11,876 (186,931) (308,995) Other (2,365) (6,658) (12,595) Total income tax expense (benefit) $ (6,511) $ 2,811 $ 9,841 The Company’s income tax expense varies from the expense that would be expected based on statutory rates due primarily to its legal entity structure. The UWM Entities are treated as pass-through entities for federal and most state and local income tax jurisdictions, while UWMC is treated as a taxable corporation. As such, the UWM Entities are generally not subject to federal or most state and local incomes taxes, while UWMC is subject to tax on its allocable share of the taxable income or loss generated by the UWM Entities. Deferred Tax Assets and Liabilities The following table details the components of temporary differences that give rise to deferred tax assets and liabilities: December 31, 2023 2022 Deferred tax assets: Net operating losses $ 15,900 $ 17,775 Other 591 483 Total deferred tax assets 16,491 18,258 Deferred tax liabilities: Investment in partnership (46,825) (54,589) Total deferred tax liabilities (46,825) (54,589) Net deferred tax liabilities $ (30,334) $ (36,331) As of December 31, 2023, the Company had tax-effected federal net operating loss carryforwards of $14.7 million and state and local net operating loss carryforwards of $1.2 million. If not utilized, the state and local net operating loss carryforwards will begin to expire in 2031. The federal net operating loss carryforwards can be carried forward indefinitely. Other The Company had no unrecognized tax benefits, and as such no interest or penalties were recognized in income tax expense. As of December 31, 2023, tax years 2020 and forward are subject to examination by the tax authorities in federal and state jurisdictions, with certain exceptions for state jurisdictions with longer statute of limitation periods. Tax Receivable Agreement As of December 31, 2023 and December 31, 2022, the Company had recognized a liability arising from the TRA of $15.5 million and $17.1 million, respectively. No payments were made to SFS Corp. pursuant to the TRA during the years ended December 31, 2023 or December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The following is a summary of RSU activity for the years ended December 31, 2023, 2022 and 2021 : For the year ended December 31, 2023 2022 2021 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested - beginning of period 4,005,801 $ 5.30 2,812,320 $ 7.75 — $ — Granted 5,668,639 6.26 2,458,883 3.61 3,193,510 7.75 Vested (1,358,083) 6.07 (963,772) 7.72 (6,430) 7.75 Forfeited (449,036) 4.77 (301,630) 6.57 (374,760) 7.75 Unvested - end of period 7,867,321 $ 5.89 4,005,801 $ 5.30 2,812,320 $ 7.75 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company has two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the Board of Directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued. Basic earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) attributable to UWM Holdings Corporation by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class B common stock is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. See Note 13, Non-Controlling Interests for a description of the Stapled Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure. There was no Class B common stock outstanding as of December 31, 2023 or December 31, 2022. The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended December 31, 2023, 2022 and 2021 (in thousands, except shares and per share amounts): For the year ended December 31, 2023 2022 2021 Net income (loss) $ (69,782) $ 931,858 $ 1,568,400 Net income (loss) attributable to non-controlling interests (56,552) 890,143 1,469,955 Net income (loss) attributable to UWMC (13,230) 41,715 98,445 Numerator: Net income (loss) attributable to Class A common shareholders $ (13,230) $ 41,715 $ 98,445 Net income (loss) attributable to Class A common shareholders - diluted $ (13,230) $ 41,715 $ 1,064,606 Denominator: Weighted average shares of Class A common stock outstanding - basic 93,245,373 92,475,170 100,881,094 Weighted average shares of Class A common stock outstanding - diluted 93,245,373 92,475,170 1,603,157,640 Earnings (loss) per share of Class A common stock outstanding - basic $ (0.14) $ 0.45 $ 0.98 Earnings (loss) per share of Class A common stock outstanding - diluted $ (0.14) $ 0.45 $ 0.66 For purposes of calculating diluted earnings per share, it was assumed that the 1,502,069,787 shares of Class D common stock were exchanged for Class B common stock and converted to Class A common stock under the if-converted method , and it was determined that the conversion would be anti-dilutive for the years ended December 31, 2023 and December 31, 2022. Under the if-converted method, all of the Company's net income (loss) for the applicable periods is attributable to Class A common shareholders. The net income (loss) of the Company under the if-converted method is calculated including an estimated income tax provision which is determined using a blended statutory effective tax rate. The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during the years ended December 31, 2023, 2022 or 2021. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been considered in the calculations of diluted earnings per share for the years ended December 31, 2023, 2022 and 2021 using the treasury stock method and the impact was either anti-dilutive or immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Subsequent to December 31, 2023, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on April 11, 2024 to stockholders of record at the close of business on March 20, 2023. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on or about April 11, 2024 . Subsequent to December 31, 2023, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $19.4 billion for gross proceeds of approximately $150.9 million, and sold MSRs on certain agency and Ginnie Mae loans with a total UPB of approximately $70.0 billion for gross proceeds of approximately $941.2 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (13,230) | $ 41,715 | $ 98,445 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Orga nization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the “Company”), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements. See Note 13 - Non-Controlling Interests for further information. Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC, and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company’s current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged at the option of the Company, along with its stapled share of Class D common stock, for either, (a) cash or (b) one share of the Company’s Class B common stock. Each share of Class B common stock is convertible into one share of Class A common stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 13 - Non-Controlling Interests for further information. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets prior to January 2026. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 20 - Earnings Per Share for further information. Upon completion of the business combination transaction, the directors and officers of Gores Holdings IV, Inc. (the “Gores Directors and Officers”) resigned, the Company appointed new directors to its Board, and certain officers of UWM became officers of the Company. Pursuant to the Business Combination Agreement, the Company is obligated to indemnify the Gores Directors and Officers for costs or losses incurred prior to or after the closing of the business combination transaction that arose by reason of the fact that he or she is or was a director or officer of Gores Holdings IV, Inc. The Gores Directors and |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates |
Dividend Policy | Dividend Policy In connection with its decision to declare a dividend on its Class A common stock, the Company's Board of Directors (the "Board"), in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, can determine whether to (a) make distributions from Holdings LLC to only the Company, as the owner of the Class A Units of Holdings LLC with the proportional amount due to SFS Corp. as the owner of the Class B Units of Holdings LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of Holdings LLC are converted into shares of Class B common stock of the Company or (b) make proportional and simultaneous distributions from Holdings LLC to both the Company, as the owner of the Class A Units of Holdings LLC and to SFS Corp. as the owner of the Class B Units of Holdings LLC. |
Operating Segments | Operating Segments The Company has a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (or “CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information on a consolidated basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and temporary investments with original maturities of three months or less to be cash and cash equivalents. The Company typically maintains cash balances in financial institutions in excess of Federal Deposit Insurance Corporation limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these balances. |
Mortgage Loans at Fair Value and Revenue Recognition | Mortgage Loans at Fair Value and Revenue Recognition Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans is estimated using observable market information including pricing from current cash commitments from government sponsored enterprises, recent market commitment prices, or broker quotes, as if the loans were to be sold currently into the secondary market. See Note 2 - Mortgage Loans at Fair Value for further information. Loans are considered to be sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that entitles or obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met when transferring title to another party where no substantive repurchase rights or obligations exist. The Company generates revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. A majority of the revenues from mortgage loan originations are recognized when the loan is originated which is the primary revenue recognition event as the loans are recorded at fair value upon origination. Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including (1) primary gain, which represents the premium the Company receives in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the secondary market; when the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings; (2) loan origination and certain other fees related to the origination of a loan, which generally represent flat, per-loan fee amounts, which are recognized at the time loans are originated; (3) provision for representation and warranty obligations, which represent the reserves initially established for the Company's estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors; included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; (4) the change in fair value of interest rate lock commitments, forward loan sale commitments, and recorded loans on the balance sheet, due to changes in estimated fair value, driven primarily by interest rates but also influenced by other assumptions; and (5) capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained. Compensation earned by the Company's Independent Mortgage Brokers is included in the cost of the loans the Company originates, and therefore netted within loan production income. Loan servicing income. Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is generally based on a contractual percentage of the outstanding principal balance and servicing revenue is recognized as the related mortgage payments are received by the Company’s sub-servicer. Interest income. Interest income on mortgage loans at fair value is accrued based upon the principal amount outstanding and contractual interest rates. Income recognition is discontinued when loans become 90 days delinquent or when, in management’s opinion, the collectability of principal and interest becomes doubtful and the specific loan is put on non-accrual status. |
Mortgage Servicing Rights and Revenue Recognition-Sale of MSRs | Mortgage Servicing Rights and Revenue Recognition When a loan is sold the Company typically retains the MSRs. Specifically, the Company retains the right and obligation to service the loan and receives a fee for collecting payments and transmitting collected payments to the purchasers of the loan. At the date the loan is sold with servicing retained, the fair value of the MSR is capitalized and recognized within loan production income. MSRs are initially recorded at estimated fair value. To determine the fair value of the servicing right created, the Company uses third party estimates of fair value at the time of initial recognition. On January 1, 2021, the Company adopted the fair value method to measure its servicing assets and liabilities for all current classes of servicing assets and liabilities subsequent to initial recognition. Management believes that the fair value method more directly reports the current expected benefits and obligations of the Company's servicing rights. The adoption of the fair value method for a particular class of servicing assets is irrevocable. Prior to January 1, 2021, the Company measured its servicing assets and liabilities after initial recognition using the amortized cost method. This change in accounting resulted in a $3.4 million increase to retained earnings and the MSR asset as of January 1, 2021. Changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations. The fair value of MSRs is estimated with the assistance of a third party broker based upon a valuation model that calculates the estimated present value of future cash flows. The valuation model incorporates market estimates of prepayment speeds, discount rates, cost to service, float earnings, ancillary income, inflation, and delinquency and default rates. Sales of MSRs are recognized when the risk and rewards of ownership have been transferred to a buyer, and a substantive non-refundable down payment is received. Also, any risks retained by the Company must be reasonably quantifiable to be eligible for sale accounting. See Note 5 – Mortgage Servicing Rights for further information. |
Representations and Warranties Reserve And Contingencies | Representations and Warranties Reserve Contingencies The Company evaluates contingencies based on information currently available and establishes an accrual for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amount accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies involves the use of critical estimates, assumptions and judgments. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change. |
Derivatives | Derivatives |
Loans Eligible for Repurchase from Ginnie Mae | Loans Eligible for Repurchase from Ginnie Mae For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae pool if that loan meets defined criteria (generally loans that are more than 90 days past due). When the Company has the unilateral right to repurchase the delinquent loans, the previously sold assets are required to be re-recognized on the consolidated balance sheets as assets and corresponding liabilities at the loan's unpaid principal balance, regardless of the Company’s intent to exercise its option to repurchase. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs. |
Leases | Leases The Company enters into contracts to lease real estate (land and buildings), furniture and fixtures, and information technology equipment. Leases that meet one of the finance lease criteria are classified as finance leases, while all others are classified as operating leases. The Company determines if an arrangement is a lease at inception and has made an accounting policy election to not capitalize leases with initial terms of 12 months or less. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term. The lease term used in the calculation includes any options to extend that the Company is reasonably certain to exercise. The lease liability is equal to the present value of future lease payments. The right-of-use asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received. Operating and finance lease right-of-use assets and liabilities are recorded separately on the consolidated balance sheets. In determining the present value of future lease payments, the Company uses estimated incremental borrowing rates based on information available at the lease commencement date when an implicit rate is not readily determinable for a given lease. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company uses an incremental borrowing rate estimated by referencing the Company’s collateralized borrowings. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease agreements include both lease and non-lease components which are generally accounted for as a single component to the extent that the costs are fixed. If the non-lease components are not fixed, the costs are treated as variable lease costs. Subsequent to lease commencement, lease liabilities recorded for finance leases are measured using the effective interest method and the related right-of-use assets are amortized on a straight-line basis over the lease term. For finance leases, interest expense and amortization expense are recorded separately in the consolidated statements of operations as part of "Interest expense" and "Depreciation and amortization," respectively. For operating leases, total lease cost is comprised of lease expense and variable lease cost. Lease expense includes lease payments, which are recognized on a straight-line basis over the lease |
Income Taxes And Tax Receivable Agreement | Income Taxes The Company accounts for income taxes by recognizing expense or benefit for the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which those differences are expected to reverse. Valuation allowances are recognized to reduce deferred tax assets to the amounts the Company concludes are more likely than not to be realized. Within particular tax jurisdictions, deferred tax assets and liabilities are offset and presented as a single amount. Net deferred tax liabilities are reported in accounts payable, accrued expenses and other. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company recognizes the financial statement effects of income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding a tax position. The Company reports interest and penalties related to uncertain tax positions as a component of income tax expense. See Note 18 – Income Taxes for further information. Tax Receivable Agreement The Company has entered into a Tax Receivable Agreement ("TRA") with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC common units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of taxable income allocation rules in the United States. The Company will retain the benefit of the remaining 15% of these tax savings. The Company accounts for liabilities arising from the TRA as a loss contingency recorded within "Accounts payable, accrued expenses and other." Changes in the liability measured and recorded when estimated amounts due under the TRA are probable and can be reasonably estimated, and reported as part of "Other expense/(income)" in the consolidated statements of operations. See Note 11 - Accounts Payable, Accrued Expenses and Other for further information. |
Related Party Transactions | Related Party Transactions The Company enters into various transactions with related parties. See Note 17 – Related Party Transactions for further information. |
Public and Private Warrants | Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon the closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private |
Stock-Based Compensation | Stock-Based Compensation Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards, and 69,804,623 sh ares remained available for issuance under the 2020 Plan as of December 31, 2023 |
Servicing Advances | Servicing Advances Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for contractual principal and interest, property taxes, insurance premiums and other out-of-pocket costs. Advances are made in accordance with the servicing agreements and are recoverable upon liquidation. The Company periodically evaluates the advances for collectability and amounts are written-off when they are deemed uncollectible. Servicing advances are included in "Accounts receivable, net" on the consolidated balance sheets. |
Advertising and Marketing | Advertising and Marketing Advertising and marketing is expensed as incurred and amounted to $28.4 million, $29.0 million and $21.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in "Marketing, travel, and entertainment expenses" in the consolidated statements of operations. |
Escrow And Fiduciary Funds, Policy | Escrow and Fiduciary Funds |
Risks And Uncertainties, Policy | Risks and Uncertainties The Company encounters certain economic and regulatory risks inherent in the consumer finance business. Economic risks include interest rate risk and credit risks. The Company is subject to interest rate risk to the extent that in a rising interest rate environment, the Company may experience a decrease in loan production, as well as decreases in the value of mortgage loans at fair value and in commitments to originate loans, which may negatively impact the Company’s operations. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which mortgage loans are being held at fair value or subsequently under any representation and warranty provisions within the Company’s sale agreements. The Company is subject to substantial regulation as it directly provides financing to consumers acquiring residential real estate. The Company sells loans to investors without specific recourse. As such, the investors have assumed the risk of loss of default by the borrower. However, the Company is usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation and collateral. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. In addition, if loans pay-off within a specified time frame, the Company may be required to refund a portion of the sales proceeds to the investors. |
Recently Adopted Accounting Standards and Accounting Standards Issued but Not Yet Effective | Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which was subsequently amended by ASU No. 2021-1, Reference Rate Reform (Topic 848): Scope , which was issued in January 2021 and will remain effective through December 31, 2024. This guidance provides practical expedients to address existing guidance on contract modifications due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The ASU was effective upon issuance on a prospective basis beginning January 1, 2020. Alternative base rate language, which may include SOFR to agreements for its derivatives, has been added to warehouse and other lines of credit and debt obligations that use LIBOR. The Company has applied the optional expedients under ASU 2020-04 and accounted for the contract modifications related to reference rate reform prospectively. There was no impact on the Company’s consolidated financial statements from adopting this standard. Accounting Standards Issued but Not Yet Effective In March 2023, the FASB issued ASU 2023-1, Leases (Topic 842): Common Control Arrangements , which amends certain provisions of ASU 201 6-2, Leases (Topic 842) , which was issued in February 2016 and will remain effective through December 31, 2024. This guidance addresses existing guidance that applies to the amortization of leasehold improvements made by lessees in lease arrangements between entities under common control. The ASU is effective for fiscal years beginning after December 15, 2023. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-7, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosure of significant segment expenses on an annual and interim basis. The ASU is effective on a retrospective basis for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The Company will include the required disclosures in its consolidated financial statements once adopted. In December 2023, the FASB issued ASU 2023-9 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will include the required disclosures in its consolidated financial statements once adopted. |
Mortgage Loans at Fair Value (T
Mortgage Loans at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Reconciliation of Changes in Mortgage Loans at Fair Value | The change in fair value adjustment is recorded in the “Loan production income” line item of the consolidated statements of operations. (In thousands) December 31, December 31, Mortgage loans, unpaid principal balance $ 5,380,119 $ 7,128,131 Premiums paid on mortgage loans 55,112 70,914 Fair value adjustment 14,653 (64,085) Mortgage loans at fair value $ 5,449,884 $ 7,134,960 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): December 31, 2023 December 31, 2022 Fair value Fair value Derivative Derivative Notional Derivative Derivative Notional IRLCs $ 29,623 $ 2,933 $ 6,264,727 (a) $ 7,872 $ 32,294 $ 5,359,684 (a) FLSCs 3,396 37,848 10,469,975 74,997 17,454 10,944,875 Total $ 33,019 $ 40,781 $ 82,869 $ 49,748 (a) Notional amounts have been adjusted for pullthrough rates of 76% and 77%, re spectively. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following summarizes accounts receivable, net (in thousands): December 31, December 31, Servicing advances $ 177,021 $ 162,896 Servicing fees 164,629 110,891 Investor receivables 97,109 25,701 Receivables from sales of servicing 48,936 56,019 Origination receivables 26,426 24,179 Derivative settlements receivable 1,794 8,204 Other receivables 753 378 Provision for current expected credit losses (4,598) (5,121) Total accounts receivable, net $ 512,070 $ 383,147 |
Mortgage Servicing Rights (Tabl
Mortgage Servicing Rights (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Summary of Mortgage Servicing Rights | The following table summarizes changes in the MSR assets for the years ended December 31, 2023, 2022 and 2021 (in thousands): For the year ended December 31, 2023 2022 2021 Fair value, beginning of period $ 4,453,261 $ 3,314,952 $ 1,760,304 Capitalization of MSRs 2,269,378 2,213,572 2,397,483 MSR and excess servicing sales (1,881,683) (1,387,180) (269,925) Changes in fair value: Due to changes in valuation inputs or assumptions (330,031) 868,803 286,348 Due to collection/realization of cash flows/other (484,789) (556,886) (859,258) Fair value, end of period $ 4,026,136 $ 4,453,261 $ 3,314,952 The following is a summary of the components of the total change in fair value of MSRs as reported in the consolidated statements of operations (in thousands): For the year ended December 31, 2023 2022 2021 Changes in fair value: Due to changes in valuation inputs and assumptions $ (330,031) $ 868,803 $ 286,348 Due to collection/realization of cash flows and other (484,789) (556,886) (859,258) Net reserves and transaction costs on sales of servicing rights (39,328) (27,813) (14,903) Changes in fair value of mortgage servicing rights $ (854,148) $ 284,104 $ (587,813) |
Summary of Loan Servicing Income | The following table summarizes the loan servicing income recognized during the years ended December 31, 2023, 2022 and 2021, respectively (in thousands): For the year ended December 31, 2023 2022 2021 Contractual servicing fees $ 803,750 $ 781,109 $ 632,276 Late, ancillary and other fees 14,953 10,963 6,462 Loan servicing income $ 818,703 $ 792,072 $ 638,738 |
Summary of Key Assumptions Used in Determining the Fair Value | The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2023 and December 31, 2022, respectively: December 31, December 31, Range Weighted Average Range Weighted Average Discount rates 10.0 % — 16.0 % 11.1 % 9.5 % — 15.0 % 10.1 % Annual prepayment speeds 5.3 % — 21.9 % 9.6 % 6.7 % — 14.0 % 7.9 % Cost of servicing $74 — $111 $84 $75 — $108 $80 |
Schedule of Analysis of Change in Fair Value | The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2023 and December 31, 2022, respectively, (in thousands): December 31, December 31, Discount rate: + 10% adverse change – effect on value $ (140,727) $ (183,972) + 20% adverse change – effect on value (269,702) (353,120) Prepayment speeds: + 10% adverse change – effect on value $ (124,651) $ (143,483) + 20% adverse change – effect on value (240,082) (277,992) Cost of servicing: + 10% adverse change – effect on value $ (31,869) $ (39,362) + 20% adverse change – effect on value (63,738) (78,724) |
Premises and Equipment, Net (Ta
Premises and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Premises and Equipment, Net | The following is a summary of premises and equipment, net (in thousands): December 31, December 31, Leasehold improvements $ 163,499 $ 160,947 Furniture and equipment 42,154 38,583 Software, including internally-developed 47,506 25,491 Construction in process 147 1,323 Accumulated depreciation and amortization (106,889) (73,868) Premises and equipment, net $ 146,417 $ 152,477 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 12,873 $ 12,537 Cash paid for amounts included in the measurement of finance lease liabilities – financing and operating cash flows 14,146 19,218 Operating lease right-of-use assets obtained in exchange for operating leases liabilities — 3,984 Financing lease right-of-use assets obtained in exchange for finance lease liabilities — 2,861 |
Schedule of Additional Supplemental Flow Information Related to Leases | Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 12.6 years 13.6 years Weighted average remaining lease term – finance leases 10.3 years 8.8 years Weighted average discount rate – operating leases 7.4 % 7.4 % Weighted average discount rate – finance leases 3.6 % 3.6 % |
Schedule of Maturities of Company's Operating Lease Liabilities | The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 12,873 2025 12,990 2026 12,996 2027 12,959 2028 12,250 Thereafter 98,466 Total lease payments 162,534 Less imputed interest (56,510) Total $ 106,024 |
Summary of Maturities of the Company's Financing Lease Liabilities | The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2023 Amounts 2024 $ 6,581 2025 3,057 2026 2,665 2027 2,668 2028 2,668 Thereafter 19,273 Total lease payments 36,912 Less imputed interest (6,234) Total $ 30,678 |
Warehouse and Other Secured L_2
Warehouse and Other Secured Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Lines of Credit | The Company had the following warehouse lines of credit with financial institutions as of December 31, 2023 and December 31, 2022, respectively, (in thousands): Warehouse Lines of Credit 1 Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date Total Advanced Against Line as of December 31, Total Advanced Against Line as of December 31, Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2023: $400 Million 2 8/21/2012 1/18/2023 $ — $ 188,607 $200 Million 2 3/30/2018 11/6/2023 — 170,478 $300 Million 2 8/19/2016 11/8/2023 — 235,804 $250 Million 4/23/2021 4/23/2024 103,729 185,502 $500 Million 2/29/2012 5/17/2024 489,117 142,570 $1.0 Billion 7/24/2020 8/29/2024 791,760 642,544 $200 Million 10/30/2020 11/5/2024 75,691 97,216 $300 Million 2/26/2016 12/19/2024 271,179 193,023 $1.0 Billion 7/10/2012 1/6/2025 175,604 521,440 $2.5 Billion 12/31/2014 2/19/2025 1,252,169 1,588,787 $500 Million 3/7/2019 2/20/2025 213,556 236,462 $3.0 Billion 5/9/2019 11/28/2025 1,475,368 2,239,591 Early Funding: $600 Million (ASAP + - see below) No expiration — — $750 Million (EF - see below) No expiration 53,917 1,968 $ 4,902,090 $ 6,443,992 All interest rates are variable based upon a spread to SOFR or other alternative index. 1 An aggregate of 2 This warehouse line of credit agreement expired pursuant to its terms prior to December 31, 2023. |
Other Borrowings (Tables)
Other Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Senior Unsecured Notes | The follo wing is a summary of the senior unsecured notes issued by the Company (in thousands): Facility Type Maturity Date Interest Rate Outstanding Principal at December 31, 2023 Outstanding Principal at December 31, 2022 2025 Senior Unsecured Notes (1) 11/15/2025 5.50 % $ 800,000 $ 800,000 2029 Senior Unsecured Notes (2) 04/15/2029 5.50 % 700,000 700,000 2027 Senior Unsecured Notes (3) 06/15/2027 5.75 % 500,000 500,000 Total Senior Unsecured Notes $ 2,000,000 $ 2,000,000 Weighted average interest rate 5.56 % 5.56 % (1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $4.1 million and $6.3 million as of December 31, 2023 and December 31, 2022, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $4.6 million and $5.5 million as of December 31, 2023 and December 31, 2022, respectively. (3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the consolidated balance sheets by $3.0 million and $3.9 million as of December 31, 2023 and December 31, 2022, respectively. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Activity of Representation and Warranties Reserve | The activity of the representations and warranties reserve was as follows (in thousands): For the year ended December 31, 2023 2022 2021 Balance, beginning of period $ 60,495 $ 86,762 $ 69,542 Additions 49,676 57,415 45,301 Losses realized, net (47,306) (83,682) (28,081) Balance, end of period $ 62,865 $ 60,495 $ 86,762 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other | The following summarizes accounts payable, accrued expenses and other (in thousands): December 31, 2023 December 31, 2022 Servicing fees payable $ 99,694 $ 67,969 Accrued compensation and benefits 82,745 71,447 Derivative settlements payable 64,777 78,012 Representations and warranties reserve 62,865 60,495 Other accounts payable 43,174 21,010 Deferred tax liability 30,334 36,331 Investor payables 25,001 27,620 Accrued interest and bank fees 24,985 49,751 TRA liability 15,494 17,069 Other accrued expenses 12,199 8,241 Public and Private Warrants 7,833 1,774 Total accounts payable, accrued expenses and other $ 469,101 $ 439,719 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership of Units | The following table summarizes the ownership of units in Holdings LLC as of: December 31, 2023 December 31, 2022 Common Units Ownership Percentage Common Units Ownership Percentage UWM Holdings Corporation ownership of Class A Common Units 93,654,269 5.87 % 92,575,974 5.81 % SFS Corp. ownership of Class B Common Units 1,502,069,787 94.13 % 1,502,069,787 94.19 % Balance at end of period 1,595,724,056 100.00 % 1,594,645,761 100.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 5,449,884 $ — $ 5,449,884 IRLCs — — 29,623 29,623 FLSCs — 3,396 — 3,396 Investment securities at fair value, pledged — 110,352 — 110,352 Mortgage servicing rights — — 4,026,136 4,026,136 Total assets $ — $ 5,563,632 $ 4,055,759 $ 9,619,391 Liabilities: IRLCs $ — $ — $ 2,933 $ 2,933 FLSCs — 37,848 — 37,848 Public and Private Warrants 3,078 4,755 — 7,833 Total liabilities $ 3,078 $ 42,603 $ 2,933 $ 48,614 December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 7,134,960 $ — $ 7,134,960 IRLCs — — 7,872 7,872 FLSCs — 74,997 — 74,997 Investment securities at fair value, pledged — 113,290 — 113,290 Mortgage servicing rights — — 4,453,261 4,453,261 Total assets $ — $ 7,323,248 $ 4,461,133 $ 11,784,381 Liabilities: IRLCs $ — $ — $ 32,294 $ 32,294 FLSCs — 17,454 — 17,454 Public and Private warrants 1,328 445 — 1,773 Total liabilities $ 1,328 $ 17,899 $ 32,294 $ 51,521 |
Quantitative Information on Recurring Level 3 Fair Value Financial Instruments | The following table presents quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs: Unobservable Input - IRLCs December 31, 2023 December 31, 2022 Pullthrough rate (weighted avg.) 76 % 77 % |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands): December 31, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2025 Senior Notes, due 11/15/25 $ 795,894 $ 795,144 $ 793,703 $ 724,928 2029 Senior Notes, due 4/15/29 695,370 662,396 694,496 565,607 2027 Senior Notes, due 6/15/27 497,003 490,825 496,137 430,920 $ 1,988,267 $ 1,948,365 $ 1,984,336 $ 1,721,455 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax | The following table details the Company's provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021: For the year ended December 31, 2023 2022 2021 Current income tax expense (benefit): Federal $ 31 $ (118) $ 73 State 64 (569) 1,424 Total current income tax expense (benefit) 95 (687) 1,497 Deferred income tax expense (benefit): Federal (4,798) 3,916 7,494 State (1,808) (418) 850 Total deferred income tax expense (benefit) (6,606) 3,498 8,344 Total provision (benefit) for income taxes $ (6,511) $ 2,811 $ 9,841 |
Schedule of Effective Income Tax Rate Reconciliation | The following table provides a reconciliation of the statutory federal income tax expense (benefit) to the income tax expense (benefit) from continuing operations: For the year ended December 31, 2023 2022 2021 Income tax expense (benefit) at the federal statutory rate $ (16,022) $ 196,400 $ 331,431 Income (loss) attributable to non-controlling interest 11,876 (186,931) (308,995) Other (2,365) (6,658) (12,595) Total income tax expense (benefit) $ (6,511) $ 2,811 $ 9,841 |
Schedule of Deferred Tax Assets and Liabilities | The following table details the components of temporary differences that give rise to deferred tax assets and liabilities: December 31, 2023 2022 Deferred tax assets: Net operating losses $ 15,900 $ 17,775 Other 591 483 Total deferred tax assets 16,491 18,258 Deferred tax liabilities: Investment in partnership (46,825) (54,589) Total deferred tax liabilities (46,825) (54,589) Net deferred tax liabilities $ (30,334) $ (36,331) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU Activity | The following is a summary of RSU activity for the years ended December 31, 2023, 2022 and 2021 : For the year ended December 31, 2023 2022 2021 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested - beginning of period 4,005,801 $ 5.30 2,812,320 $ 7.75 — $ — Granted 5,668,639 6.26 2,458,883 3.61 3,193,510 7.75 Vested (1,358,083) 6.07 (963,772) 7.72 (6,430) 7.75 Forfeited (449,036) 4.77 (301,630) 6.57 (374,760) 7.75 Unvested - end of period 7,867,321 $ 5.89 4,005,801 $ 5.30 2,812,320 $ 7.75 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings per Share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended December 31, 2023, 2022 and 2021 (in thousands, except shares and per share amounts): For the year ended December 31, 2023 2022 2021 Net income (loss) $ (69,782) $ 931,858 $ 1,568,400 Net income (loss) attributable to non-controlling interests (56,552) 890,143 1,469,955 Net income (loss) attributable to UWMC (13,230) 41,715 98,445 Numerator: Net income (loss) attributable to Class A common shareholders $ (13,230) $ 41,715 $ 98,445 Net income (loss) attributable to Class A common shareholders - diluted $ (13,230) $ 41,715 $ 1,064,606 Denominator: Weighted average shares of Class A common stock outstanding - basic 93,245,373 92,475,170 100,881,094 Weighted average shares of Class A common stock outstanding - diluted 93,245,373 92,475,170 1,603,157,640 Earnings (loss) per share of Class A common stock outstanding - basic $ (0.14) $ 0.45 $ 0.98 Earnings (loss) per share of Class A common stock outstanding - diluted $ (0.14) $ 0.45 $ 0.66 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details) | 12 Months Ended | ||
Jan. 21, 2021 event vote $ / shares shares | Dec. 31, 2023 shares | Jan. 20, 2021 shares | |
Common Class A | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 1 | ||
Conversion ratio | 1 | ||
Number of trigger events | event | 4 | ||
Common Class A | Minimum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Share price (in usd per share) | $ / shares | $ 13 | ||
Common Class A | Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Share price (in usd per share) | $ / shares | $ 19 | ||
Common Class C | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 1 | ||
Common Class B | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 10 | ||
Exchange ratio (in shares) | 1 | ||
Common Class D | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 10 | ||
SFS Corp | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Ownership percent | 6% | ||
UWM Holdings Corporation | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Ownership percent | 94% | ||
UWM | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of units authorized (in shares) | 1 | ||
Number of units issued (in shares) | 1 | ||
Number of units outstanding (in shares) | 1 | ||
SFS Corp | UWM Holdings Corporation | Class B and Class D | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of earn-out shares to be issued | 90,761,687 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) - USD ($) $ in Millions | 11 Months Ended | |
Dec. 31, 2021 | Jan. 21, 2021 | |
Gore Holdings IV, Inc. | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ 16 | |
Gore Holdings IV, Inc. | ||
Business Acquisition [Line Items] | ||
Proceeds from business combination | $ 895.1 | |
Liabilities assumed | $ 45.6 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Operating Segments (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 21, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Mortgage servicing rights | $ 4,026,136 | $ 4,453,261 | ||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | 2,474,671 | 3,171,693 | $ 3,171,001 | $ 0 | $ 2,374,280 | |
Retained Earnings | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | $ 110,690 | $ 142,500 | $ 141,805 | $ (2,164,975) | 2,349,441 | |
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Mortgage servicing rights | $ 3,400 | |||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | 3,440 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1) | $ 3,400 | $ 3,440 |
Organization, Basis of Presen_7
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) | 1 Months Ended | |||
Jan. 31, 2020 $ / shares $ / unit $ / warrant shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Jan. 21, 2021 shares | |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding (in shares) | 10,624,987 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding (in shares) | 5,250,000 | |||
Common Class A | ||||
Class of Warrant or Right [Line Items] | ||||
Number of common shares issued | 93,654,269 | 92,575,974 | ||
Gores Holdings IV, Inc. | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | |||
Gores Holdings IV, Inc. | Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | |||
Number of warrants outstanding (in shares) | 5,250,000 | |||
Purchase price of warrants (in usd per warrant) | $ / warrant | 2 | |||
Gores Holdings IV, Inc. | Common Class A | Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called by each warrant | 1 | |||
Gores Holdings IV, Inc. | Common Class A | Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called by each warrant | 1 | |||
Gores Holdings IV, Inc. | IPO | ||||
Class of Warrant or Right [Line Items] | ||||
Number of units issued during period (in shares) | 42,500,000 | |||
Unit price (in usd per unit) | $ / unit | 10 | |||
Number of warrants issued (in shares) | 0.25 | |||
Gores Holdings IV, Inc. | IPO | Common Class A | ||||
Class of Warrant or Right [Line Items] | ||||
Number of common shares issued | 1 |
Organization, Basis of Presen_8
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - 2020 Plan | Dec. 31, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for issuance | 80,000,000 |
Number of share available for issuance | 69,804,623 |
Organization, Basis of Presen_9
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising and marketing expenses | $ 28.4 | $ 29 | $ 21.8 |
Organization, Basis of Prese_10
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Escrow balance | $ 1,550 | $ 1,580 |
Escrow deposit, investor funds | $ 500 | $ 460 |
Organization, Basis of Prese_11
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Required payment of cash savings | 0.85 |
Cash savings | 0.15 |
Mortgage Loans at Fair Value (D
Mortgage Loans at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Mortgage loans, unpaid principal balance | $ 5,380,119 | $ 7,128,131 |
Premiums paid on mortgage loans | 55,112 | 70,914 |
Fair value adjustment | 14,653 | (64,085) |
Mortgage loans at fair value | $ 5,449,884 | $ 7,134,960 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative blended weighted average pullthrough rate (in percent) | 76% | 77% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Derivative assets | $ 33,019 | $ 82,869 |
Derivative liabilities | $ 40,781 | $ 49,748 |
Derivative blended weighted average pullthrough rate (in percent) | 76% | 77% |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative assets | $ 33,019 | $ 82,869 |
Derivative liabilities | 40,781 | 49,748 |
Not Designated as Hedging Instrument | IRLCs | ||
Derivative [Line Items] | ||
Derivative assets | 29,623 | 7,872 |
Derivative liabilities | 2,933 | 32,294 |
Notional Amount | 6,264,727 | 5,359,684 |
Not Designated as Hedging Instrument | FLSCs | ||
Derivative [Line Items] | ||
Derivative assets | 3,396 | 74,997 |
Derivative liabilities | 37,848 | 17,454 |
Notional Amount | $ 10,469,975 | $ 10,944,875 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Servicing advances | $ 177,021 | $ 162,896 |
Servicing fees | 164,629 | 110,891 |
Investor receivables | 97,109 | 25,701 |
Receivables from sales of servicing | 48,936 | 56,019 |
Origination receivables | 26,426 | 24,179 |
Derivative settlements receivable | 1,794 | 8,204 |
Other receivables | 753 | 378 |
Provision for current expected credit losses | (4,598) | (5,121) |
Total accounts receivable, net | $ 512,070 | $ 383,147 |
Mortgage Servicing Rights - Add
Mortgage Servicing Rights - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Mortgage Servicing Rights [Line Items] | |||
Aggregate unpaid principal balance | $ 4,026,136 | $ 4,453,261 | |
Net proceeds from sale of mortgage servicing rights | 1,843,649 | 1,311,282 | $ 264,028 |
MSR | |||
Mortgage Servicing Rights [Line Items] | |||
Aggregate unpaid principal balance | 299,500,000 | 312,500,000 | |
MSRs sold | 99,200,000 | 112,900,000 | 22,700,000 |
Net proceeds from sale of mortgage servicing rights | 1,300,000 | 1,400,000 | 269,900 |
Net reserves and transaction costs on sales of servicing rights | 39,328 | $ 27,813 | $ 14,903 |
Excess Servicing Cash Flows | |||
Mortgage Servicing Rights [Line Items] | |||
Aggregate unpaid principal balance | 94,900,000 | ||
Net proceeds from sale of mortgage servicing rights | $ 588,600 |
Mortgage Servicing Rights - Sum
Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) - MSR - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Servicing Asset at Fair Value, Amount [Roll Forward] | |||
Fair value, beginning of period | $ 4,453,261 | $ 3,314,952 | $ 1,760,304 |
Capitalization of MSRs | 2,269,378 | 2,213,572 | 2,397,483 |
MSR and excess servicing sales | (1,881,683) | (1,387,180) | (269,925) |
Due to changes in valuation inputs or assumptions | (330,031) | 868,803 | 286,348 |
Due to collection/realization of cash flows/other | (484,789) | (556,886) | (859,258) |
Fair value, end of period | 4,026,136 | 4,453,261 | 3,314,952 |
Changes in fair value: | |||
Due to changes in valuation inputs and assumptions | (330,031) | 868,803 | 286,348 |
Due to collection/realization of cash flows and other | (484,789) | (556,886) | (859,258) |
Net reserves and transaction costs on sales of servicing rights | (39,328) | (27,813) | (14,903) |
Changes in fair value of mortgage servicing rights | $ (854,148) | $ 284,104 | $ (587,813) |
Mortgage Servicing Rights - S_2
Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |||
Contractual servicing fees | $ 803,750 | $ 781,109 | $ 632,276 |
Late, ancillary and other fees | 14,953 | 10,963 | 6,462 |
Loan servicing income | $ 818,703 | $ 792,072 | $ 638,738 |
Mortgage Servicing Rights - S_3
Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) - MSR - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2023 | |
Minimum | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 9.50% | 10% |
Annual prepayment speeds (as a percent) | 6.70% | 5.30% |
Cost of servicing | $ 75 | $ 74 |
Maximum | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 15% | 16% |
Annual prepayment speeds (as a percent) | 14% | 21.90% |
Cost of servicing | $ 108 | $ 111 |
Weighted Average | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 10.10% | 11.10% |
Annual prepayment speeds (as a percent) | 7.90% | 9.60% |
Cost of servicing | $ 80 | $ 84 |
Mortgage Servicing Rights - Sch
Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) - MSR - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items] | ||
+ 10% adverse change – effect on value, discount rate | $ (140,727) | $ (183,972) |
+ 20% adverse change – effect on value, discount rate | (269,702) | (353,120) |
+ 10% adverse change – effect on value, prepayment speeds | (124,651) | (143,483) |
+ 20% adverse change – effect on value, prepayment speeds | (240,082) | (277,992) |
+ 10% adverse change – effect on value, cost of servicing | (31,869) | (39,362) |
+ 20% adverse change – effect on value, cost of servicing | $ (63,738) | $ (78,724) |
Premises and Equipment, Net (De
Premises and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (106,889) | $ (73,868) |
Premises and equipment, net | 146,417 | 152,477 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 163,499 | 160,947 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 42,154 | 38,583 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Software, including internally-developed | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 47,506 | 25,491 |
Software, including internally-developed | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Software, including internally-developed | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 147 | $ 1,323 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Total lease expense under all operating leases | $ 12,300 | $ 11,900 | |
Related party operating lease expense | 11,800 | $ 12,000 | 11,600 |
Variable lease expense | 10,800 | 4,500 | 700 |
Interest expense under finance leases | 1,300 | 1,900 | 2,200 |
Amortization expense under finance leases | 13,100 | 17,700 | 14,400 |
Operating Lease, Cost | 12,300 | ||
Related Party | |||
Lessee, Lease, Description [Line Items] | |||
Interest expense under finance leases | 1,000 | 1,000 | 900 |
Amortization expense under finance leases | 2,100 | 2,100 | 2,000 |
Operating Lease, Cost | $ 20,000 | $ 24,900 | $ 19,400 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 3 years 10 months 18 days | ||
Remaining finance lease term | 2 months | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 14 years | ||
Remaining finance lease term | 12 years |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows | $ 12,873 | $ 12,537 |
Cash paid for amounts included in the measurement of finance lease liabilities – financing and operating cash flows | 14,146 | 19,218 |
Operating lease right-of-use assets obtained in exchange for operating leases liabilities | 0 | 3,984 |
Financing lease right-of-use assets obtained in exchange for finance lease liabilities | $ 0 | $ 2,861 |
Leases - Schedule of Additional
Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term – operating leases | 12 years 7 months 6 days | 13 years 7 months 6 days |
Weighted average remaining lease term – finance leases | 10 years 3 months 18 days | 8 years 9 months 18 days |
Weighted average discount rate – operating leases | 7.40% | 7.40% |
Weighted average discount rate – finance leases | 3.60% | 3.60% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 12,873 | |
2025 | 12,990 | |
2026 | 12,996 | |
2027 | 12,959 | |
2028 | 12,250 | |
Thereafter | 98,466 | |
Total lease payments | 162,534 | |
Less imputed interest | (56,510) | |
Total | $ 106,024 | $ 111,332 |
Leases - Summary of Maturities
Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 6,581 | |
2025 | 3,057 | |
2026 | 2,665 | |
2027 | 2,668 | |
2028 | 2,668 | |
Thereafter | 19,273 | |
Total lease payments | 36,912 | |
Less imputed interest | (6,234) | |
Total | $ 30,678 | $ 43,505 |
Warehouse and Other Secured L_3
Warehouse and Other Secured Lines of Credit - Summary of Line of Credit (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Outstanding amount | $ 750,000,000 | $ 750,000,000 |
Warehouse Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 4,902,090,000 | 6,443,992,000 |
Current aggregate committed amount | 750,000,000 | |
Warehouse Line of Credit | Line of Credit Due January 18, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 400,000,000 | |
Outstanding amount | 0 | 188,607,000 |
Warehouse Line of Credit | Line of Credit Due November 6, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 200,000,000 | |
Outstanding amount | 0 | 170,478,000 |
Warehouse Line of Credit | Line of Credit Due November 8, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 300,000,000 | |
Outstanding amount | 0 | 235,804,000 |
Warehouse Line of Credit | Line of Credit Due April 23, 2024 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 250,000,000 | |
Outstanding amount | 103,729,000 | 185,502,000 |
Warehouse Line of Credit | Line of Credit Due May 17, 2024 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 500,000,000 | |
Outstanding amount | 489,117,000 | 142,570,000 |
Warehouse Line of Credit | Line Of Credit Due August 29, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,000,000,000 | |
Outstanding amount | 791,760,000 | 642,544,000 |
Warehouse Line of Credit | Line of Credit Due November 5, 2024 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 200,000,000 | |
Outstanding amount | 75,691,000 | 97,216,000 |
Warehouse Line of Credit | Line of Credit Due December 19, 2024 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 300,000,000 | |
Outstanding amount | 271,179,000 | 193,023,000 |
Warehouse Line of Credit | Line of Credit Due January 6, 2025 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,000,000,000 | |
Outstanding amount | 175,604,000 | 521,440,000 |
Warehouse Line of Credit | Line of Credit Due February 19, 2025 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 2,500,000,000 | |
Outstanding amount | 1,252,169,000 | 1,588,787,000 |
Warehouse Line of Credit | Line Of Credit Due February 20, 2025 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 500,000,000 | |
Outstanding amount | 213,556,000 | 236,462,000 |
Warehouse Line of Credit | Line of Credit Due November 28, 2025 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 3,000,000,000 | |
Outstanding amount | 1,475,368,000 | 2,239,591,000 |
Warehouse Line of Credit | Line of Credit, ASAP program | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 600,000,000 | |
Outstanding amount | 0 | 0 |
Warehouse Line of Credit | Line of Credit, EF | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 750,000,000 | |
Outstanding amount | $ 53,917,000 | $ 1,968,000 |
Warehouse and Other Secured L_4
Warehouse and Other Secured Lines of Credit - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Line of Credit Facility [Line Items] | ||||
Outstanding amount | $ 750,000,000 | $ 750,000,000 | ||
Warehouse Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding amount | 4,902,090,000 | 6,443,992,000 | ||
Warehouse Line of Credit | Line of Credit, ASAP program | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding amount | 0 | 0 | ||
Maximum borrowing capacity | 600,000,000 | |||
Revolving Credit Facility | MSR Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding amount | 500,000,000 | $ 750,000,000 | ||
Maximum borrowing capacity | $ 1,500,000,000 | |||
Revolving Credit Facility | GNMA MSR Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding amount | $ 250,000,000 | |||
Maximum borrowing capacity | $ 500,000,000 |
Other Borrowings - Summary of S
Other Borrowings - Summary of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 22, 2021 | Apr. 07, 2021 | Nov. 03, 2020 |
Debt Instrument [Line Items] | |||||
Outstanding Balance | $ 2,000,000 | $ 2,000,000 | |||
Weighted average interest rate | 5.56% | 5.56% | |||
Senior Notes | 2025 Senior Notes, due 11/15/25 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.50% | 5.50% | |||
Outstanding Balance | $ 800,000 | $ 800,000 | |||
Unamortized debt issuance costs and discounts | $ 4,100 | 6,300 | |||
Senior Notes | 2029 Senior Notes, due 4/15/29 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.50% | 5.50% | |||
Outstanding Balance | $ 700,000 | 700,000 | |||
Unamortized debt issuance costs and discounts | $ 4,600 | 5,500 | |||
Senior Notes | 2027 Senior Notes, due 6/15/27 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.75% | 5.75% | |||
Outstanding Balance | $ 500,000 | 500,000 | |||
Unamortized debt issuance costs and discounts | $ 3,000 | $ 3,900 |
Other Borrowings - Additional I
Other Borrowings - Additional Information (Details) - USD ($) | 31 Months Ended | 36 Months Ended | 60 Months Ended | ||||||||
Jun. 14, 2024 | Jun. 15, 2027 | Nov. 15, 2025 | Apr. 14, 2024 | Apr. 15, 2029 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 08, 2022 | Nov. 22, 2021 | Apr. 07, 2021 | Nov. 03, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Outstanding Balance | $ 2,000,000,000 | $ 2,000,000,000 | |||||||||
Senior Notes | 2025 Senior Notes, due 11/15/25 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 800,000,000 | ||||||||||
Interest rate | 5.50% | 5.50% | |||||||||
Outstanding Balance | $ 800,000,000 | 800,000,000 | |||||||||
Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 100% | ||||||||||
Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 102.75% | ||||||||||
Senior Notes | 2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 101.375% | ||||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 700,000,000 | ||||||||||
Interest rate | 5.50% | 5.50% | |||||||||
Outstanding Balance | $ 700,000,000 | 700,000,000 | |||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 105.50% | 100% | |||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 40% | ||||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 102.75% | ||||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 101.375% | ||||||||||
Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 100% | ||||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 500,000,000 | ||||||||||
Interest rate | 5.75% | 5.75% | |||||||||
Outstanding Balance | $ 500,000,000 | 500,000,000 | |||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 105.75% | 100% | |||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 40% | ||||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 102.875% | ||||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 101.438% | ||||||||||
Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt redemption price (in percent) | 100% | ||||||||||
Line of Credit | Revolving Credit Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding Balance | $ 0 | $ 0 | |||||||||
Line of Credit | Revolving Credit Agreement | Revolving Credit Facility | Related Party | SFS Corp | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||||
Initial term | 1 year | ||||||||||
Renewal term | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Loans repurchased | $ 259 | $ 355.8 | $ 133.4 |
Commitments to extend credit to potential borrowers | $ 23,400 |
Commitments and Contingencies_2
Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Representation And Warranty Reserve [Roll Forward] | ||||
Balance, beginning of period | $ 62,865 | $ 60,495 | $ 86,762 | $ 69,542 |
Additions | 49,676 | 57,415 | 45,301 | |
Losses realized, net | (47,306) | (83,682) | (28,081) | |
Balance, end of period | $ 62,865 | $ 60,495 | $ 86,762 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Servicing fees payable | $ 99,694 | $ 67,969 |
Accrued compensation and benefits | 82,745 | 71,447 |
Derivative settlements payable | 64,777 | 78,012 |
Representations and warranties reserve | 62,865 | 60,495 |
Other accounts payable | 43,174 | 21,010 |
Deferred tax liability | 30,334 | 36,331 |
Investor payables | 25,001 | 27,620 |
Accrued interest and bank fees | 24,985 | 49,751 |
TRA liability | 15,494 | 17,069 |
Other accrued expenses | 12,199 | 8,241 |
Public and Private Warrants | 7,833 | 1,774 |
Accounts payable, accrued expenses and other | $ 469,101 | $ 439,719 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Percentage of beneficial interests in securitized assets (in percent) | 5% | ||
Fair value of investment securities pledged | $ 108,100 | ||
Investment securities at fair value, pledged | 110,352 | $ 113,290 | |
Borrowings against investment securities | $ 93,814 | $ 101,345 | |
Minimum | Secured Debt | |||
Variable Interest Entity [Line Items] | |||
Maturity period (in months) | 1 month | ||
Maximum | Secured Debt | |||
Variable Interest Entity [Line Items] | |||
Maturity period (in months) | 2 months | ||
Holdings, LLC | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage (in percent) | 100% |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RSU | ||
Noncontrolling Interest [Line Items] | ||
Vested (in shares) | 1,078,295 | 963,772 |
Holdings, LLC | ||
Noncontrolling Interest [Line Items] | ||
Common units (in shares) | 1,595,724,056 | 1,594,645,761 |
Ownership Percentage (in percent) | 100% | 100% |
Holdings, LLC | Common Class A | ||
Noncontrolling Interest [Line Items] | ||
Common units (in shares) | 93,654,269 | 92,575,974 |
Ownership Percentage by Noncontrolling Owners (in percent) | 5.87% | 5.81% |
Holdings, LLC | Common Class B | SFS Corp | ||
Noncontrolling Interest [Line Items] | ||
Common units (in shares) | 1,502,069,787 | 1,502,069,787 |
Ownership Percentage by Parent (in percent) | 94.13% | 94.19% |
Regulatory Net Worth Requirem_2
Regulatory Net Worth Requirements - Additional Details (Details) - Ginnie Mae, Freddie Mac and Fannie Mae $ in Millions | Dec. 31, 2023 USD ($) |
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items] | |
Minimum net worth requirement | $ 853.1 |
Liquidity requirement | $ 352.4 |
Minimum capital ratio | 6% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Discretionary matching contribution (as a percent) | 50% | ||
Discretionary matching contribution (as a percent) | 3% | ||
Annual maximum contribution per team member | $ 2,500 | ||
Matching contribution | $ 5,200,000 | $ 5,500,000 | $ 6,800,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage loans at fair value | $ 5,449,884 | $ 7,134,960 | ||
Investment securities at fair value, pledged | 110,352 | 113,290 | ||
Total assets | 9,619,391 | 11,784,381 | ||
Public and Private Warrants | 7,833 | 1,773 | ||
Total liabilities | 48,614 | 51,521 | ||
IRLCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 29,623 | 7,872 | ||
Derivative liability | 2,933 | 32,294 | ||
FLSCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 3,396 | 74,997 | ||
Derivative liability | 37,848 | 17,454 | ||
Mortgage servicing rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage servicing rights | 4,026,136 | 4,453,261 | $ 3,314,952 | $ 1,760,304 |
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage loans at fair value | 0 | 0 | ||
Investment securities at fair value, pledged | 0 | 0 | ||
Total assets | 0 | 0 | ||
Public and Private Warrants | 3,078 | 1,328 | ||
Total liabilities | 3,078 | 1,328 | ||
Level 1 | IRLCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 0 | 0 | ||
Derivative liability | 0 | 0 | ||
Level 1 | FLSCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 0 | 0 | ||
Derivative liability | 0 | 0 | ||
Level 1 | Mortgage servicing rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage servicing rights | 0 | 0 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage loans at fair value | 5,449,884 | 7,134,960 | ||
Investment securities at fair value, pledged | 110,352 | 113,290 | ||
Total assets | 5,563,632 | 7,323,248 | ||
Public and Private Warrants | 4,755 | 445 | ||
Total liabilities | 42,603 | 17,899 | ||
Level 2 | IRLCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 0 | 0 | ||
Derivative liability | 0 | 0 | ||
Level 2 | FLSCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 3,396 | 74,997 | ||
Derivative liability | 37,848 | 17,454 | ||
Level 2 | Mortgage servicing rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage servicing rights | 0 | 0 | ||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage loans at fair value | 0 | 0 | ||
Investment securities at fair value, pledged | 0 | 0 | ||
Total assets | 4,055,759 | 4,461,133 | ||
Public and Private Warrants | 0 | 0 | ||
Total liabilities | 2,933 | 32,294 | ||
Level 3 | IRLCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 29,623 | 7,872 | ||
Derivative liability | 2,933 | 32,294 | ||
Level 3 | FLSCs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 0 | 0 | ||
Derivative liability | 0 | 0 | ||
Level 3 | Mortgage servicing rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Mortgage servicing rights | $ 4,026,136 | $ 4,453,261 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
IRLCs | Pullthrough rate (weighted avg.) | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Pullthrough rate (weighted avg.) | 0.76 | 0.77 |
Fair Value Measurements - Other
Fair Value Measurements - Other Financial Instruments (Details) - Senior Notes - Level 2 - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | $ 1,988,267 | $ 1,984,336 |
Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 1,948,365 | 1,721,455 |
2025 Senior Notes, due 11/15/25 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 795,894 | 793,703 |
2025 Senior Notes, due 11/15/25 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 795,144 | 724,928 |
2029 Senior Notes, due 4/15/29 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 695,370 | 694,496 |
2029 Senior Notes, due 4/15/29 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 662,396 | 565,607 |
2027 Senior Notes, due 6/15/27 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 497,003 | 496,137 |
2027 Senior Notes, due 6/15/27 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | $ 490,825 | $ 430,920 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 08, 2022 | |
Related Party Transaction [Line Items] | ||||
Rent expense | $ 12,300 | $ 11,900 | ||
General and administrative | 170,423 | $ 179,549 | 133,334 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Expenses of various companies related through common ownership | 21,200 | 26,400 | 21,100 | |
Legal fees | 600 | 600 | 600 | |
General and administrative | 600 | 900 | 900 | |
Direct Origination Costs | 200 | |||
Related Party | Revolving Credit Facility | Revolving Credit Agreement | Line of Credit | SFS Corp | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity | $ 500,000 | |||
Nonrelated Party | ||||
Related Party Transaction [Line Items] | ||||
Payments for aircraft rental fees | $ 400 | $ 500 | $ 800 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax expense (benefit): | |||
Federal | $ 31 | $ (118) | $ 73 |
State | 64 | (569) | 1,424 |
Total current income tax expense (benefit) | 95 | (687) | 1,497 |
Deferred income tax expense (benefit): | |||
Federal | (4,798) | 3,916 | 7,494 |
State | (1,808) | (418) | 850 |
Total deferred income tax expense (benefit) | (6,606) | 3,498 | 8,344 |
Total provision (benefit) for income taxes | $ (6,511) | $ 2,811 | $ 9,841 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at the federal statutory rate | $ (16,022) | $ 196,400 | $ 331,431 |
Income (loss) attributable to non-controlling interest | 11,876 | (186,931) | (308,995) |
Other | (2,365) | (6,658) | (12,595) |
Total provision (benefit) for income taxes | $ (6,511) | $ 2,811 | $ 9,841 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 15,900 | $ 17,775 |
Other | 591 | 483 |
Total deferred tax assets | 16,491 | 18,258 |
Deferred tax liabilities: | ||
Investment in partnership | (46,825) | (54,589) |
Total deferred tax liabilities | (46,825) | (54,589) |
Net deferred tax liabilities | $ (30,334) | $ (36,331) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits, interest on income tax expense | 0 | |
Unrecognized tax benefits, penalties on income tax expense | 0 | |
TRA liability | 15,494,000 | $ 17,069,000 |
Payments for tax receivable agreement | 0 | $ 0 |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 14,700,000 | |
State and Local Jurisdiction | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 1,200,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Unvested - beginning of period (in shares) | 4,005,801 | 2,812,320 | 0 |
Granted (in shares) | 5,668,639 | 2,458,883 | 3,193,510 |
Vested (in shares) | (1,358,083) | (963,772) | (6,430) |
Forfeited (in shares) | (449,036) | (301,630) | (374,760) |
Unvested - end of period (in shares) | 7,867,321 | 4,005,801 | 2,812,320 |
Weighted Average Grant Date Fair Value | |||
Unvested - beginning of period (in usd per share) | $ 5.30 | $ 7.75 | $ 0 |
Granted (in usd per share) | 6.26 | 3.61 | 7.75 |
Vested (in usd per share) | 6.07 | 7.72 | 7.75 |
Forfeited (in usd per share) | 4.77 | 6.57 | 7.75 |
Unvested - end of period (in usd per share) | $ 5.89 | $ 5.30 | $ 7.75 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 13.8 | $ 7.5 | $ 6.5 |
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation related to unvested awards | $ 35.2 | $ 14.7 | |
Unvested awards, period for recognition (in years) | 3 years | 2 years 6 months | |
Granted (in shares) | 5,668,639 | 2,458,883 | 3,193,510 |
Granted fair value (in usd per share) | $ 6.26 | $ 3.61 | $ 7.75 |
Award vesting period (in years) | 4 years |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | Dec. 31, 2023 class shares | Dec. 31, 2022 shares |
Class of Stock [Line Items] | ||
Number of classes of shares | class | 2 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 0 | 0 |
Common Class D | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 1,502,069,787 | 1,502,069,787 |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 183,756 | $ 1,384,644 | $ (69,782) | $ 931,858 | $ 1,568,400 |
Net income (loss) attributable to non-controlling interests | (56,552) | 890,143 | 1,469,955 | ||
Net income (loss) attributable to UWM Holdings Corporation | (13,230) | 41,715 | 98,445 | ||
Numerator: | |||||
Net income (loss) attributable to Class A common shareholders | (13,230) | 41,715 | 98,445 | ||
Net income (loss) attributable to Class A common shareholders - diluted | $ (13,230) | $ 41,715 | $ 1,064,606 | ||
Weighted average shares outstanding: | |||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 93,245,373 | 92,475,170 | 100,881,094 | ||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 93,245,373 | 92,475,170 | 1,603,157,640 | ||
Earnings (loss) per share of Class A common stock outstanding - basic (in usd per share) | $ (0.14) | $ 0.45 | $ 0.98 | ||
Earnings (loss) per share of Class A common stock outstanding - diluted (in usd per share) | $ (0.14) | $ 0.45 | $ 0.66 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Feb. 28, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Mortgage servicing rights | $ 4,026,136 | $ 4,453,261 | ||
Net proceeds from sale of mortgage servicing rights | $ 1,843,649 | $ 1,311,282 | $ 264,028 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends paid | $ 150,200 | |||
Subsequent Event | Agency Loans | ||||
Subsequent Event [Line Items] | ||||
Mortgage servicing rights | 19,400,000 | |||
Net proceeds from sale of mortgage servicing rights | 150,900 | |||
Subsequent Event | Mortgage Servicing Instrument | ||||
Subsequent Event [Line Items] | ||||
Mortgage servicing rights | 70,000,000 | |||
Net proceeds from sale of mortgage servicing rights | $ 941,200 | |||
Subsequent Event | Common Class A | ||||
Subsequent Event [Line Items] | ||||
Dividends declared (in usd per share) | $ 0.10 |
Uncategorized Items - uwmc-2023
Label | Element | Value |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | $ 1,100,000,000 |
Partners' Capital Account, Acquisitions | us-gaap_PartnersCapitalAccountAcquisitions | 879,122,000 |
Retained Earnings [Member] | ||
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 1,100,000,000 |
Partners' Capital Account, Acquisitions | us-gaap_PartnersCapitalAccountAcquisitions | 879,122,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ 183,756,000 |