Financial Data and Key Metrics Changes - UWM Holdings Corporation reported a record production of $59.2 billion in Q2 2021, exceeding guidance of $50 billion to $55 billion, representing a 21% increase from the previous quarter and a 90% increase year-over-year [5][6][8] - The net income for the quarter was $138.7 million, with core earnings approximated at $358 million after adjusting for the fair market value of MSR assets [6][7] - The gain margin was reported at 81 basis points, consistent with guidance but lower than historical averages [6][27] - Net revenue for Q2 was $485 million, down from $831 million in the same quarter last year, primarily due to a $290 million accounting change related to MSR [22] Business Line Data and Key Metrics Changes - Purchase production reached $24.06 billion, marking the best purchase quarter in the company's history, with a 97% increase in purchase production compared to Q1 [11][12] - Refinance volume remained flat, contrasting with the significant growth in purchase loans, indicating a strategic focus on purchase business [9][10] Market Data and Key Metrics Changes - UWM's overall mortgage market share increased significantly, while many competitors experienced declines in volume [6][15] - The weighted average rate for 30-year mortgages rose from 2.80% to 2.99%, impacting the industry but UWM maintained strong performance [8][9] Company Strategy and Development Direction - UWM is focused on enhancing its position in the broker channel, emphasizing speed and service as key competitive advantages [12][14] - The company is committed to technological innovation, including plans to accept cryptocurrency for mortgage payments, aiming to lead in technology and efficiency [18][19] - UWM's "all-in initiative" has been positively received, contributing to significant growth while competitors struggled [15][16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to thrive in a rising interest rate environment, predicting that UWM will outperform competitors as rates increase [9][10][13] - The company anticipates continued growth in the broker channel and plans to maintain a strong focus on purchase loans [16][19] Other Important Information - UWM's liquidity remains strong, with cash and cash equivalents exceeding $1 billion [22] - The company has authorized a quarterly dividend of $0.10 per share, reflecting a commitment to returning capital to shareholders [26] Q&A Session Summary Question: What was the impact of GSE pricing actions on UWM? - Management noted that UWM was less affected by GSE changes compared to competitors and emphasized the company's preparedness to remain profitable in various market conditions [31][34] Question: Will the dividend continue alongside share buybacks? - Management confirmed that the board intends to maintain the dividend as a way to reward shareholders while also executing share buybacks [39][40] Question: What is the outlook for the Jumbo and manufactured housing lending? - Management reported strong performance in the Jumbo product, with significant monthly production, and expressed commitment to expanding manufactured housing lending [51][56] Question: How sticky are the market share gains from the all-in initiative? - Management indicated that the loyalty from clients involved in the all-in initiative is strong, contributing to substantial growth [65][66] Question: What is the outlook for gain on sale margins? - Management expects margins to remain stable in the near term, with potential for improvement as market conditions evolve [69][70] Question: What opportunities exist for further expense rationalization? - Management highlighted ongoing efforts to reduce costs through technology and operational efficiencies, aiming to further lower the cost to originate [83][85]

PART I - FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity changes, and cash flows, with detailed notes on accounting policies and financial instruments [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of June 30, 2021, and December 31, 2020 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $1,048,177 | $1,223,837 | | Mortgage loans at fair value | $12,404,112 | $7,916,515 | | Mortgage servicing rights - fair value | $2,662,556 | $1,756,864 | | Total assets | $16,844,098 | $11,493,476 | | Warehouse lines of credit | $11,249,213 | $6,941,397 | | Senior notes | $1,483,587 | $789,323 | | Total liabilities | $14,157,112 | $9,119,196 | | Total equity | $2,686,986 | $2,374,280 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the company's financial performance, including revenues, expenses, and net income for the three and six months ended June 30, 2021, and 2020 Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Total revenue, net | $484,652 | $830,648 | $1,674,522 | $1,286,104 | | Total expenses | $344,478 | $290,411 | $661,457 | $725,518 | | Net income | $138,712 | $539,487 | $998,717 | $559,836 | | Net income attributable to UWM Holdings Corporation | $8,264 | N/A | $56,249 | N/A | | Basic EPS (Class A common stock) | $0.08 | N/A | $0.55 | N/A | | Diluted EPS (Class A common stock) | $0.07 | N/A | $0.39 | N/A | - Net income for the three months ended June 30, 2021, decreased by **$400.8 million (74.3%)** compared to the same period in 2020, primarily due to a significant change in the fair value of mortgage servicing rights[10](index=10&type=chunk)[155](index=155&type=chunk) - Net income for the six months ended June 30, 2021, increased by **$438.9 million (78.4%)** compared to the same period in 2020, driven by increased total revenues and decreased total expenses[10](index=10&type=chunk)[156](index=156&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This section details the changes in the company's equity, including net income, business combination effects, and distributions, for the period ended June 30, 2021 Condensed Consolidated Statements of Changes in Equity Highlights (in thousands) | Metric | Balance, January 1, 2021 | Balance, June 30, 2021 | | :--------------------------------- | :----------------------- | :--------------------- | | Total Equity | $2,374,280 | $2,686,986 | | Cumulative effect of change to fair value accounting for MSRs | $3,440 | N/A | | Net proceeds received from business combination transaction | $879,122 | N/A | | Net income attributable to non-controlling interest (H1 2021) | N/A | $942,468 | | Class A common stock repurchased (Q2 2021) | N/A | $(6,148) | | Non-controlling interest | $0 | $2,577,242 | - Total equity increased by **$312.7 million**, or **13%**, from December 31, 2020, to June 30, 2021, primarily due to net income and proceeds from the business combination, partially offset by distributions[13](index=13&type=chunk)[187](index=187&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2021, and 2020 Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------ | :------------------------------------ | | Net cash used in operating activities | $(4,345,957) | $(220,810) | | Net cash (used in) provided by investing activities | $(29,565) | $237,344 | | Net cash provided by financing activities | $4,199,862 | $421,420 | | (Decrease) Increase in cash and cash equivalents | $(175,660) | $437,954 | | Cash and cash equivalents, end of the period | $1,048,177 | $571,237 | - Net cash used in operating activities significantly increased to **$(4.3) billion** for H1 2021, primarily driven by higher loan production, lower gain margin, and increased capitalization of mortgage servicing rights[15](index=15&type=chunk)[182](index=182&type=chunk) - Net cash provided by financing activities increased to **$4.2 billion** for H1 2021, mainly due to increased net borrowings under warehouse lines of credit, proceeds from senior notes issuance, and the business combination transaction[15](index=15&type=chunk)[184](index=184&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's organization, significant accounting policies, financial instruments, debt, equity, regulatory compliance, and subsequent events [NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%2C%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's business, the impact of its recent business combination, and key accounting policies, including the adoption of fair value accounting for Mortgage Servicing Rights - UWM Holdings Corporation engages in the origination, sale, and servicing of residential mortgage loans across the United States, approved by HUD, Ginnie Mae, Fannie Mae, and Freddie Mac[16](index=16&type=chunk) - The company completed a business combination (reverse recapitalization) on January 21, 2021, with UWM as the accounting acquirer, resulting in an 'Up-C' structure[17](index=17&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - Effective January 1, 2021, the company adopted the fair value method for Mortgage Servicing Rights (MSRs), resulting in a **$3.4 million** increase to retained earnings and MSR assets[24](index=24&type=chunk) - Public and Private Warrants are classified as liabilities at fair value, with changes in fair value recognized in the condensed consolidated statement of operations[33](index=33&type=chunk) - The company adopted the 2020 Omnibus Incentive Plan, granting **3.2 million** restricted stock units (RSUs) with a grant date fair value of approximately **$25.2 million**, vesting over three years[35](index=35&type=chunk) [NOTE 2 – MORTGAGE LOANS AT FAIR VALUE](index=11&type=section&id=NOTE%202%20%E2%80%93%20MORTGAGE%20LOANS%20AT%20FAIR%20VALUE) This note provides details on the fair value of mortgage loans held for sale, including their unpaid principal balance, as of June 30, 2021, and December 31, 2020 Mortgage Loans at Fair Value (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Mortgage loans, unpaid principal balance | $12,157,783 | $7,620,014 | | Mortgage loans at fair value | $12,404,112 | $7,916,515 | [NOTE 3 – DERIVATIVES](index=11&type=section&id=NOTE%203%20%E2%80%93%20DERIVATIVES) This note describes the company's derivative financial instruments, including Interest Rate Lock Commitments (IRLCs) and Forward Loan Sale Commitments (FLSCs), and their fair values Derivative Financial Instruments (in thousands) | Instrument | June 30, 2021 Fair Value (Assets) | June 30, 2021 Fair Value (Liabilities) | December 31, 2020 Fair Value (Assets) | December 31, 2020 Fair Value (Liabilities) | | :--------------------------------- | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | IRLCs | $62,566 | $5,967 | $60,248 | $670 | | FLSCs | $12,872 | $76,584 | $824 | $65,567 | | Total | $75,438 | $82,551 | $61,072 | $66,237 | - The blended average pullthrough rate for Interest Rate Lock Commitments (IRLCs) was **87%** as of June 30, 2021, down from **92%** as of December 31, 2020[40](index=40&type=chunk) [NOTE 4 – ACCOUNTS RECEIVABLE, NET](index=12&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note details the components of net accounts receivable, including investor receivables, servicing fees, and servicing advances, as of June 30, 2021, and December 31, 2020 Accounts Receivable, Net (in thousands) | Component | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Investor receivables | $121,296 | $100,478 | | Servicing fees | $73,900 | $55,838 | | Servicing advances | $56,647 | $60,053 | | Warehouse bank receivable | $23,125 | $3,642 | | Total Accounts Receivable, Net | $317,458 | $253,600 | [NOTE 5 – MORTGAGE SERVICING RIGHTS](index=12&type=section&id=NOTE%205%20%E2%80%93%20MORTGAGE%20SERVICING%20RIGHTS) This note provides a detailed analysis of Mortgage Servicing Rights (MSRs), including their fair value, capitalization, and key unobservable inputs used in their valuation Mortgage Servicing Rights (MSR) Assets (in thousands) | Metric | For the three months ended June 30, 2021 | For the six months ended June 30, 2021 | | :--------------------------------- | :------------------------------------- | :------------------------------------ | | Fair value, beginning of period | $2,300,434 | $1,760,304 | | Capitalization of mortgage servicing rights | $581,226 | $1,180,615 | | Total changes in fair value | $(219,104) | $(278,363) | | Fair value, end of period | $2,662,556 | $2,662,556 | Loan Servicing Income (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Contractual servicing fees | $143,947 | $61,393 | $266,253 | $110,513 | | Loan servicing income | $145,278 | $62,056 | $269,067 | $112,153 | Key Unobservable Inputs for MSR Fair Value | Input | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Discount rates | 9.0% — 14.5% | 9.0% — 14.5% | | Annual prepayment speeds | 8.2% — 43.6% | 8.8% — 42.2% | | Cost of servicing | $75 — $137 | $75 — $126 | Hypothetical Effect of Adverse Change in MSR Assumptions (in thousands) | Assumption | June 30, 2021 Effect on Value | December 31, 2020 Effect on Value | | :--------------------------------- | :------------------------------ | :-------------------------------- | | +10% Discount rate | $(86,955) | $(56,889) | | +10% Prepayment speeds | $(116,098) | $(87,752) | | +10% Cost of servicing | $(30,350) | $(21,643) | [NOTE 6 – OTHER ASSETS](index=14&type=section&id=NOTE%206%20%E2%80%93%20OTHER%20ASSETS) This note lists other assets, such as prepaid insurance and IT service and maintenance, as of June 30, 2021, and December 31, 2020 Other Assets (in thousands) | Component | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Prepaid insurance | $25,063 | $35,230 | | Prepaid IT service and maintenance | $22,143 | $19,827 | | Total other assets | $57,007 | $57,989 | [NOTE 7 – WAREHOUSE LINES OF CREDIT](index=15&type=section&id=NOTE%207%20%E2%80%93%20WAREHOUSE%20LINES%20OF%20CREDIT) This note details the company's warehouse lines of credit, including outstanding balances and compliance with debt covenants, as of June 30, 2021 Warehouse Lines of Credit (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Total Warehouse Lines of Credit | $11,249,213 | $6,941,397 | - Subsequent to June 30, 2021, the company temporarily increased its warehouse funding capacity by **$3.8 billion** to capitalize on the elimination of the 50 basis point adverse market refinance fee[55](index=55&type=chunk) - The company was in compliance with all debt covenants related to its warehouse lines of credit as of June 30, 2021[56](index=56&type=chunk) [NOTE 8 – SENIOR NOTES](index=16&type=section&id=NOTE%208%20%E2%80%93%20SENIOR%20NOTES) This note provides information on the company's senior unsecured notes, including maturity dates, interest rates, and outstanding balances, as of June 30, 2021 Senior Unsecured Notes (in thousands) | Facility Type | Maturity Date | Interest Rate | Outstanding Balance at June 30, 2021 | Outstanding Balance at December 31, 2020 | | :--------------------------------- | :------------ | :------------ | :----------------------------------- | :--------------------------------------- | | 2020 Senior unsecured notes | 11/15/2025 | 5.50% | $800,000 | $800,000 | | 2021 Senior unsecured notes | 04/15/2029 | 5.50% | $700,000 | $0 | | Total Unsecured Senior Notes | N/A | 5.50% | $1,500,000 | $800,000 | - The company issued **$700.0 million** in 2021 Senior Notes on April 7, 2021, increasing total senior unsecured notes to **$1.5 billion**[57](index=57&type=chunk)[60](index=60&type=chunk) - The company was in compliance with the terms of the indentures governing the 2020 and 2021 Senior Notes as of June 30, 2021[62](index=62&type=chunk) [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments, including credit extensions to borrowers, and details the representations and warranties reserve for potential losses Representations and Warranties Reserve (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Balance, beginning of period | $69,297 | $49,215 | $69,542 | $46,322 | | Reserve charged to operations | $11,843 | $7,327 | $21,661 | $14,716 | | Losses realized, net | $(3,070) | $(3,246) | $(13,133) | $(7,742) | | Balance, end of period | $78,070 | $53,296 | $78,070 | $53,296 | - The company had agreed to extend credit to potential borrowers for approximately **$26.5 billion** as of June 30, 2021[65](index=65&type=chunk) [NOTE 10 – VARIABLE INTEREST ENTITIES](index=17&type=section&id=NOTE%2010%20%E2%80%93%20VARIABLE%20INTEREST%20ENTITIES) This note clarifies the company's role as the primary beneficiary of Holdings LLC, consolidating its financial results for reporting purposes - The company is the managing member and primary beneficiary of Holdings LLC, consolidating its results and operations for financial reporting purposes[66](index=66&type=chunk)[67](index=67&type=chunk) - The company's financial position, performance, and cash flows effectively represent those of Holdings LLC and its subsidiaries[69](index=69&type=chunk) [NOTE 11 – NON-CONTROLLING INTERESTS](index=17&type=section&id=NOTE%2011%20%E2%80%93%20NON-CONTROLLING%20INTERESTS) This note details the ownership structure of Holdings LLC, including the non-controlling interest held by SFS Corp., and its impact on the company's equity Ownership of Units in Holdings LLC as of June 30, 2021 | Entity | Common Units | Ownership Percentage | | :--------------------------------- | :------------- | :------------------- | | UWM Holdings Corporation (Class A) | 102,318,776 | 6.38% | | SFS Corp. (Class B) | 1,502,069,787 | 93.62% | | Balance at end of period | 1,604,388,563 | 100.00% | - The non-controlling interest balance, representing SFS Corp.'s economic interest in Holdings LLC, was **$2,577,242 thousand** as of June 30, 2021[8](index=8&type=chunk) - Future exchanges of Stapled Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the non-controlling interest[71](index=71&type=chunk) [NOTE 12 – REGULATORY NET WORTH REQUIREMENTS](index=18&type=section&id=NOTE%2012%20%E2%80%93%20REGULATORY%20NET%20WORTH%20REQUIREMENTS) This note confirms the company's compliance with various regulatory net worth, liquidity, and capital ratio requirements set by agencies like HUD, Ginnie Mae, and Fannie Mae - UWM's net worth (as defined by HUD) was **$2.8 billion** as of June 30, 2021, exceeding the minimum requirement of **$2.5 million**[74](index=74&type=chunk) - UWM exceeded all minimum net worth (**$652.9 million**), liquidity (**$88.7 million**), and capital ratio (**6%**) requirements established by Ginnie Mae, Freddie Mac, and Fannie Mae as of June 30, 2021[75](index=75&type=chunk) [NOTE 13 – FAIR VALUE MEASUREMENTS](index=18&type=section&id=NOTE%2013%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note explains the three-level hierarchy for fair value measurements and provides a breakdown of financial instruments valued at fair value as of June 30, 2021 - Fair value measurements are classified into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable prices for similar assets/liabilities or derived from market data), and Level 3 (significant unobservable assumptions)[77](index=77&type=chunk)[78](index=78&type=chunk) Financial Instruments Measured at Fair Value (June 30, 2021, in thousands) | Description | Level 1 | Level 2 | Level 3 | Total | | :------------------------ | :------ | :-------- | :-------- | :-------- | | **Assets:** | | | | | | Mortgage loans at fair value | $— | $12,404,112 | $— | $12,404,112 | | IRLCs | $— | $— | $62,566 | $62,566 | | FLSCs | $— | $12,872 | $— | $12,872 | | Mortgage servicing rights | $— | $— | $2,662,556 | $2,662,556 | | **Liabilities:** | | | | | | IRLCs | $— | $— | $5,967 | $5,967 | | FLSCs | $— | $76,584 | $— | $76,584 | | Public and Private Warrants | $18,914 | $7,814 | $— | $26,728 | - The fair value of the 2020 and 2021 Senior Notes was estimated using Level 2 inputs, including observable trading information in inactive markets[90](index=90&type=chunk) [NOTE 14 – RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%2014%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note discloses operating expenses and other transactions with related parties, including leases and services from entities controlled by the company's founder and CEO Operating Expenses with Related Parties (in thousands) | Period | Operating Expenses | | :--------------------------------- | :----------------- | | For the three months ended June 30, 2021 | $4,300 | | For the three months ended June 30, 2020 | $3,300 | | For the six months ended June 30, 2021 | $8,500 | | For the six months ended June 30, 2020 | $6,700 | - Related party transactions include leases for the corporate campus, legal services, aircraft leases, and home appraisal services from entities controlled by the company's founder and CEO[95](index=95&type=chunk) [NOTE 15 – INCOME TAXES](index=21&type=section&id=NOTE%2015%20%E2%80%93%20INCOME%20TAXES) This note details the company's provision for income taxes and effective tax rate, explaining the impact of non-controlling interests on tax calculations Provision for Income Taxes (in thousands) | Period | Provision for Income Taxes | | :--------------------------------- | :------------------------- | | For the three months ended June 30, 2021 | $1,462 | | For the three months ended June 30, 2020 | $750 | | For the six months ended June 30, 2021 | $14,348 | | For the six months ended June 30, 2020 | $750 | - The effective tax rate was **1.04%** for Q2 2021 and **1.42%** for H1 2021, primarily due to approximately **94%** of earnings being attributable to non-controlling interests[98](index=98&type=chunk) - The company is a C Corporation subject to U.S. federal, state, and local income taxes on its attributable share of Holdings LLC's taxable income following the business combination[96](index=96&type=chunk) [NOTE 16 – STOCK-BASED COMPENSATION](index=22&type=section&id=NOTE%2016%20%E2%80%93%20STOCK-BASED%20COMPENSATION) This note outlines the company's stock-based compensation plan, including Restricted Stock Unit (RSU) activity and associated expenses for Q2 2021 Restricted Stock Unit (RSU) Activity (Q2 2021) | Metric | Shares | Weighted Average Grant Date Fair Value | | :--------------------------------- | :------- | :------------------------------------- | | Granted | 3,193,420 | $7.75 | | Vested | (5,170) | $7.75 | | Forfeited | (112,005) | $7.75 | | Unvested - end of period | 3,076,245 | N/A | - Stock-based compensation expense recognized for Q2 2021 was **$2.3 million**, with **$21.6 million** of unrecognized expense expected to be recognized over a weighted average period of **2.7 years**[103](index=103&type=chunk) [NOTE 17 – EARNINGS PER SHARE](index=23&type=section&id=NOTE%2017%20%E2%80%93%20EARNINGS%20PER%20SHARE) This note presents the basic and diluted earnings per share for Class A common stock, along with the weighted average shares outstanding for the reported periods Earnings Per Share (Class A Common Stock) | Metric | For the three months ended June 30, 2021 | For the six months ended June 30, 2021 | | :--------------------------------- | :------------------------------------- | :------------------------------------ | | Net income attributable to UWMC | $8,264 | $56,249 | | Basic EPS | $0.08 | $0.55 | | Diluted EPS | $0.07 | $0.39 | | Weighted average shares outstanding - basic | 102,760,823 | 102,908,906 | | Weighted average shares outstanding - diluted | 1,605,067,478 | 1,605,215,562 | - EPS information for periods prior to the business combination (June 30, 2020) is not presented as it would not be meaningful[106](index=106&type=chunk) - Diluted EPS assumes conversion of all Class D common stock to Class B and then to Class A common stock, which was determined to be dilutive[107](index=107&type=chunk) [NOTE 18 – SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after June 30, 2021, including lease amendments, dividend declarations, and additional share repurchases - Subsequent to June 30, 2021, the company amended a related party lease agreement for additional corporate campus land[109](index=109&type=chunk) - A cash dividend of **$0.10 per share** on Class A common stock was declared, payable October 6, 2021[110](index=110&type=chunk) - An additional **1.5 million shares** of Class A common stock were repurchased for approximately **$11.5 million** under the authorized share repurchase plan[111](index=111&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, highlighting key revenue and expense drivers, the impact of the business combination, and MSR accounting changes for the reported periods - The company is the second largest direct residential mortgage lender and the largest wholesale mortgage lender in the United States, originating primarily conforming and government loans[115](index=115&type=chunk) Loan Origination Volume (in thousands) | Period | 2021 | 2020 | Change | | :--------------------------------- | :----------- | :----------- | :----- | | For the three months ended June 30 | $59,210,747 | $31,137,561 | 90% | | For the six months ended June 30 | $108,304,986 | $73,579,288 | 47% | Net Income and Adjusted EBITDA (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Net income | $138,712 | $539,487 | $998,717 | $559,836 | | Adjusted EBITDA | $209,651 | $531,988 | $921,068 | $705,653 | - Loan production income decreased by **37%** to **$479.3 million** for Q2 2021, primarily due to a **162 basis point** decline in gain margin (from **243 bps to 81 bps**) driven by rising interest rates and increased competition[137](index=137&type=chunk) - Loan servicing income increased by **134%** to **$145.3 million** for Q2 2021 and **140%** to **$269.1 million** for H1 2021, driven by the growing servicing portfolio size (UPB of loans serviced increased to **$260.5 billion** at June 30, 2021)[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - Total expenses increased by **19%** to **$344.5 million** for Q2 2021 (excluding MSR amortization, up **$124.1 million**), primarily due to a **28%** increase in salaries, commissions, and benefits (driven by a **3,100** increase in headcount) and higher interest expense[150](index=150&type=chunk)[151](index=151&type=chunk) - Total assets increased by **$5.4 billion** to **$16.8 billion**, and total liabilities increased by **$5.0 billion** to **$14.2 billion**, from December 31, 2020, to June 30, 2021, mainly due to increases in mortgage loans at fair value and warehouse borrowings[185](index=185&type=chunk)[186](index=186&type=chunk) - The company's primary sources of liquidity include borrowings under warehouse facilities and cash flow from operations (loan sales, fees, interest, MSR sales), while primary uses include loan origination, MSR retention, and operating expenses[158](index=158&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to interest rate, credit, and counterparty risks, outlining mitigation strategies including hedging activities and stringent underwriting standards - The company is subject to interest rate risk, which impacts origination volume, MSR valuations, and net interest margin. MSRs are considered a natural hedge to the origination business[195](index=195&type=chunk) - A hedge strategy using forward agency or Ginnie Mae To Be Announced (TBA) securities is employed to mitigate interest rate exposure on IRLCs and mortgage loans at fair value[197](index=197&type=chunk)[198](index=198&type=chunk) Sensitivity Analysis: Estimated Change in Fair Value from Hypothetical Yield Curve Shifts (June 30, 2021, in thousands) | Instrument | Down 25 bps | Up 25 bps | | :--------------------------------- | :---------- | :---------- | | Mortgage loans at fair value | $142,714 | $(157,134) | | MSRs | $(73,678) | $70,209 | | IRLCs | $222,582 | $(254,976) | | FLSCs (liabilities) | $(370,275) | $402,351 | - Credit risk, arising from borrower default and repurchase obligations, is mitigated through stringent underwriting standards, fraud detection, and a high-quality loan portfolio (weighted average LTV of **71.78%** and FICO score of **752** for Q2 2021 originated loans)[202](index=202&type=chunk) - Counterparty risk is managed by selecting financially strong counterparties, diversifying risk, limiting credit exposures, and utilizing master netting agreements with margin requirements. No losses due to nonperformance were incurred in Q2 or H1 2021[203](index=203&type=chunk)[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2021, with no material changes in internal control over financial reporting identified - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2021[212](index=212&type=chunk) - No changes in internal control over financial reporting were identified during the period that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[213](index=213&type=chunk) PART II - OTHER INFORMATION This section provides disclosures on legal proceedings, risk factors, equity security sales, material agreements, and a comprehensive list of exhibits filed with the report [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section discloses ongoing legal proceedings, including class action lawsuits for unpaid commissions, anticompetitive conduct, and overtime wages, with no anticipated material adverse financial effect - A class action complaint was filed on December 11, 2020, by independent mortgage brokers alleging unpaid commissions due to a change in UWM's commission policy[217](index=217&type=chunk) - Another class action complaint was filed on April 23, 2021, alleging anticompetitive conduct related to UWM's policy restricting independent mortgage advisors from working with certain market participants[218](index=218&type=chunk) - A class action complaint was filed on July 27, 2021, by a former employee alleging unpaid overtime wages in violation of the Fair Labor Standards Act[219](index=219&type=chunk) - The resolution of these legal proceedings is not currently expected to have a material adverse effect on the company's financial position, financial performance, or cash flows[216](index=216&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the risk associated with the accounting treatment of outstanding Warrants, classified as liabilities and subject to fair value remeasurement, potentially introducing financial volatility - The company's outstanding Warrants are accounted for as liabilities at fair value, subject to remeasurement at each balance sheet date[220](index=220&type=chunk) - Changes in the fair value of these Warrants are recognized in earnings, which may have an adverse effect on quarterly financial results and the market price of the company's securities[220](index=220&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase program, authorized for up to **$300.0 million** of Class A common stock, including shares repurchased during Q2 2021 - The Board of Directors authorized a share repurchase program of up to **$300.0 million** of Class A common stock, effective May 11, 2021, and expiring May 11, 2023[221](index=221&type=chunk) Class A Common Stock Repurchase Activity (Q2 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value Remaining | | :--------------------------------- | :----------------------------- | :--------------------------- | :--------------------------------- | | April 1-30, 2021 | — | $— | $300,000 | | May 1-31, 2021 | 655,371 | $7.59 | $295,026 | | June 1-30, 2021 | 135,228 | $8.62 | $293,860 | | Total | 790,599 | $7.77 | N/A | [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) This section reports on material definitive agreements, specifically amendments to Master Repurchase Agreements with Citibank and Bank of America, increasing available line amounts and extending termination dates - An amendment to the Master Repurchase Agreement with Citibank, N.A. increased the available line amount to **$2 billion** and extended the termination date to May 26, 2023[224](index=224&type=chunk) - An amendment to the Master Repurchase Agreement with Bank of America, N.A. provided for an increase to the available line amount to **$3 billion**[225](index=225&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of all exhibits filed with the quarterly report on Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include amendments to Master Repurchase Agreements with Bank of America, N.A. and Citibank, N.A. (Exhibit 10.9.12, 10.16)[228](index=228&type=chunk) - Certifications from the CEO and CFO are included pursuant to SEC Rules 13a-14(a), 15d-14(a), and 18 U.S.C. Section 1350 (Exhibit 31.1, 31.2, 32.1, 32.2)[228](index=228&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are provided for interactive data filing (Exhibit 101.0 INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0)[228](index=228&type=chunk)

Financial Data and Key Metrics Changes - UWM Holdings reported a net income of $860 million for Q1 2021, a 42-fold increase compared to the same quarter last year [8] - The company achieved $49.1 billion in production, with a margin of 219 basis points [8] - Cash reserves increased to $1.6 billion by the end of the quarter, with a significant rise in equity of just under $450 million [9][48] Business Line Data and Key Metrics Changes - The company has expanded its workforce to over 8,600 team members and continues to invest in technology to enhance its processes [6][8] - UWM's market share in the wholesale channel was reported at 34% in 2020, with a goal to reach 50% by 2025-2026 [15] - The introduction of a new jumbo loan program resulted in over $1 billion in production in April, with expectations to exceed $2 billion in May [16][17] Market Data and Key Metrics Changes - The company noted a significant increase in purchase registrations, with 43% of new registrations in April being for purchases, compared to lower percentages in the previous year [22] - UWM's average note rate was reported at 2.70%, compared to the industry average of 2.78% [34] Company Strategy and Development Direction - UWM aims to solidify its position as the 1 overall mortgage lender in America, focusing on organic growth rather than acquisitions [8][12] - The company has launched the "all-in initiative" to strengthen relationships with brokers, resulting in over 10,000 brokers expressing commitment to UWM [24][26] - UWM is committed to maintaining high credit quality, with no plans to lower credit standards below a 620 FICO score [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to gain market share and achieve higher volumes in Q2 2021, projecting $51 billion to $55 billion in mortgage volume [67] - The company anticipates margin compression but believes it can maintain profitability due to its lower cost structure and superior technology [61][80] Other Important Information - UWM has authorized a $300 million share buyback program over the next 24 months to return capital to shareholders [10] - The company has adopted fair value accounting for mortgage servicing rights, which is expected to enhance comparability with peers [52] Q&A Session Summary Question: What are the signs of stabilization in margins? - Management indicated that normalized margins are expected to be in the mid-100 range, with current guidance of 75 to 110 basis points for the upcoming quarter [70][72] Question: How much of the float will be repurchased? - The company has authorization to buy up to $300 million in shares and will proceed cautiously to avoid impacting the float significantly [73] Question: What is the breakdown of the MSR mark? - The fair value pickup for the quarter was approximately $198 million, with the remainder attributed to amortization and paid in full [76] Question: How does UWM maintain its market leadership? - UWM's competitive advantage lies in its technology, service, and pricing, allowing it to lead the market and influence pricing strategies [78][81] Question: What is the current partner count after the all-in program? - UWM has over 11,000 active partners, with a slight reduction due to the all-in initiative [86] Question: How does UWM view the retail vs. wholesale pricing differential? - Management highlighted the significant price differences between retail and wholesale, emphasizing the need for consumer education on the benefits of the broker channel [104][106]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 001-39189 UWM HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Del ...

Part I [Business](index=8&type=section&id=Item%201.%20Business) UWM is a leading wholesale mortgage lender, leveraging technology and Independent Mortgage Advisors for loan origination 2020 Performance Highlights | Metric | Value | Source Chunk(s) | | :--- | :--- | :--- | | Total Loan Origination Volume | **$182.5 billion** | 30 | | Year-over-Year Volume Growth | **69%** | 30 | | Net Income | **$3.38 billion** | 30 | | Year-over-Year Net Income Growth | **715%** | 30 | | Wholesale Channel Market Share | **~34%** | 30 | | Total Residential Market Share | **4.5%** | 30 | - The company's core strategy is its exclusive focus on the wholesale mortgage channel, partnering with Independent Mortgage Advisors and avoiding direct competition for borrowers, which it believes fosters greater client loyalty and market share growth[33](index=33&type=chunk)[37](index=37&type=chunk) Loan Production by Type (in thousands) | Loan Type | 2020 | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | :--- | | Conventional Conforming | $153,525,586 | $76,207,713 | $33,062,045 | $23,873,972 | | FHA/VA/USDA | $27,541,347 | $25,563,260 | $7,683,734 | $4,574,176 | | Non-Agency | $1,480,708 | $5,996,199 | $814,367 | $1,078,169 | | **Total Loan Production** | **$182,547,641** | **$107,767,172** | **$41,560,146** | **$29,526,317** | - UWM emphasizes originating high-quality loans, with borrowers having an average FICO score of **758** for the year ended December 31, 2020[45](index=45&type=chunk)[50](index=50&type=chunk)[68](index=68&type=chunk) - **98%** of loans originated in 2020 were sold to Fannie Mae, Freddie Mac, or transferred to Ginnie Mae pools[45](index=45&type=chunk)[50](index=50&type=chunk)[68](index=68&type=chunk) - As of December 31, 2020, the company's mortgage servicing portfolio consisted of **606,688** loans with an aggregate unpaid principal balance (UPB) of approximately **$188.3 billion**[102](index=102&type=chunk)[103](index=103&type=chunk) - The company utilizes two third-party sub-servicers for these loans[102](index=102&type=chunk)[103](index=103&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from macroeconomic conditions, interest rates, funding, regulations, and corporate structure - The business is highly dependent on macroeconomic conditions, the U.S. residential real estate market, and changes in interest rates, which affect loan demand, origination volume, and the value of Mortgage Servicing Rights (MSRs)[135](index=135&type=chunk)[140](index=140&type=chunk) - UWM relies heavily on short-term warehouse facilities and repurchase agreements to fund mortgage loans[216](index=216&type=chunk)[222](index=222&type=chunk) - A disruption in funding, inability to renew facilities, or a margin call could curtail loan origination activities[216](index=216&type=chunk)[222](index=222&type=chunk) - The business is highly dependent on its ability to sell loans to Fannie Mae, Freddie Mac (GSEs), and Ginnie Mae[145](index=145&type=chunk)[149](index=149&type=chunk) - Any changes to these entities, their guidelines, or their roles in the mortgage market could be detrimental[145](index=145&type=chunk)[149](index=149&type=chunk) - The COVID-19 pandemic poses risks including increased mortgage delinquencies, higher servicing advance requirements due to forbearance, and potential disruptions to operations and liquidity[162](index=162&type=chunk)[164](index=164&type=chunk)[185](index=185&type=chunk) - The company is subject to extensive and complex federal and state regulations[245](index=245&type=chunk)[250](index=250&type=chunk)[258](index=258&type=chunk) - Noncompliance could result in fines, loss of licenses, and reputational damage, with the Consumer Financial Protection Bureau (CFPB) having significant oversight authority[245](index=245&type=chunk)[250](index=250&type=chunk)[258](index=258&type=chunk) - A Tax Receivable Agreement requires the company to pay SFS Corp. **85%** of cash savings realized from certain tax benefits, which could be substantial and negatively impact liquidity[206](index=206&type=chunk)[209](index=209&type=chunk) [Properties](index=59&type=section&id=Item%202.%20Properties) The company's headquarters and primary operations are located in three leased buildings in Pontiac, Michigan - The company's headquarters are housed in three separately leased buildings on one campus in Pontiac, Michigan, where substantially all operations are based[305](index=305&type=chunk) [Legal Proceedings](index=59&type=section&id=Item%203.%20Legal%20Proceedings) The company is routinely involved in legal and regulatory matters, not expecting a material adverse financial impact - The company is subject to routine consumer complaints, regulatory actions, and legal proceedings in the ordinary course of business, but does not expect these to have a material adverse effect on its financial position or cash flows[306](index=306&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - None Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=60&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Details on the company's NYSE-listed Class A common stock, Warrants, and adopted quarterly dividend policy - The company's Class A common stock and Warrants trade on the NYSE under the symbols **"UWMC"** and **"UWMCWS,"** respectively[310](index=310&type=chunk) - On February 4, 2021, the Board declared a regular quarterly dividend of **$0.10 per share** on Class A Common Stock[313](index=313&type=chunk) - The Board has adopted a policy of paying a regular dividend of **$0.40 per share annually**, declared quarterly, subject to Board discretion[313](index=313&type=chunk) [Reserved](index=61&type=section&id=Item%206.%20Reserved) This section is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=61&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This MD&A covers Gores Holdings IV, Inc.'s pre-merger financial condition, reporting a $5.8 million net loss in 2020 - The financial information presented in this section is for Gores Holdings IV, Inc., the legal acquirer (a blank check company), prior to the business combination with UWM on January 21, 2021[317](index=317&type=chunk)[318](index=318&type=chunk) Gores Holdings IV, Inc. - Results of Operations | Period | Net Loss Attributable to Common Shares | | :--- | :--- | | Year ended Dec 31, 2020 | **($5,807,306)** | | Inception (Jun 12, 2019) to Dec 31, 2019 | **($39,002)** | - As of December 31, 2020, the Company had negative working capital of **($4.96 million)**, largely due to accrued expenses related to the pending business combination[326](index=326&type=chunk) - The Company had no off-balance sheet arrangements as of December 31, 2020[327](index=327&type=chunk)[330](index=330&type=chunk) - Its primary contractual obligation was a deferred underwriting commission of **$14.875 million**, payable upon completion of the business combination[327](index=327&type=chunk)[330](index=330&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Prior to the merger, market risk was minimal, primarily interest rate exposure on its $425.3 million trust account - As of December 31, 2020, the company's market risk was limited to potential economic loss from adverse changes in the fair value of its investments held in the Trust Account[332](index=332&type=chunk) - The Trust Account held **$425,331,306** in U.S. Treasury Bills, with an effective annualized interest rate of approximately **0.02%** at year-end 2020[332](index=332&type=chunk) [Financial Statements and Supplementary Data](index=64&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Presents audited financial statements for Gores Holdings IV, Inc. (pre-merger SPAC) for 2020 and 2019 Gores Holdings IV, Inc. Balance Sheet Summary (as of Dec 31, 2020) | Account | Amount | | :--- | :--- | | Total Assets | **$425,565,768** | | *Investments held in Trust Account* | ***$425,331,306*** | | Total Liabilities | **$20,072,819** | | *Deferred underwriting compensation* | ***$14,875,000*** | | Class A common stock subject to redemption | **$400,492,940** | | Total Stockholders' Equity | **$5,000,009** | Gores Holdings IV, Inc. Statement of Operations Summary (Year ended Dec 31, 2020) | Account | Amount | | :--- | :--- | | Loss from operations | **($6,827,438)** | | Other income - interest income | **$1,101,134** | | **Net loss attributable to common shares** | **($5,807,306)** | - The notes to the financial statements detail the organization's history as a SPAC, the public offering, related party transactions with the Sponsor, and the subsequent business combination with UWM which closed on January 21, 2021[360](index=360&type=chunk)[391](index=391&type=chunk)[395](index=395&type=chunk)[415](index=415&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosures](index=81&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) Information on changes in and disagreements with accountants is incorporated by reference from a Form 8-K filing - Information regarding changes in and disagreements with accountants is incorporated by reference from the Form 8-K filed with the SEC on January 22, 2021[420](index=420&type=chunk) [Controls and Procedures](index=81&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[422](index=422&type=chunk) - Management assessed the company's internal control over financial reporting and concluded that it was effective as of December 31, 2020[424](index=424&type=chunk) [Other Information](index=81&type=section&id=Item%209B.%20Other%20Information) This section contains no additional information to report - None Part III [Management](index=82&type=section&id=Item%2010.%20Management) Identifies directors and executive officers, details 'controlled company' status, and outlines board governance and risk oversight - The company's leadership includes Mat Ishbia as President, CEO, and Chairman, and Tim Forrester as EVP and CFO[429](index=429&type=chunk)[441](index=441&type=chunk) - The company is a **"controlled company"** under NYSE rules because SFS Corp. holds a majority of the voting power[443](index=443&type=chunk) - This allows for exemptions from requirements like having a majority of independent directors or a fully independent compensation committee[443](index=443&type=chunk) - The Audit Committee is composed of three independent directors: Kelly Czubak, Isiah Thomas, and Robert Verdun[445](index=445&type=chunk) - Robert Verdun qualifies as an **"audit committee financial expert"**[445](index=445&type=chunk) - The Board administers risk oversight directly and through its audit committee, which is responsible for monitoring major financial risk exposures[456](index=456&type=chunk) [Executive Compensation](index=88&type=section&id=Item%2011.%20Executive%20Compensation) Outlines the 2020 executive compensation program, including base salary, incentives, and 2021 non-employee director compensation - The 2020 executive compensation program consisted of base salary, the Captains Annual Bonus Plan, a Long-Term Incentive Plan (LTIP), and other benefits[465](index=465&type=chunk) 2020 NEO Base Salaries | Name | 2020 Base Salary | | :--- | :--- | | Mat Ishbia | **$600,000** | | Tim Forrester | **$260,000** | | Melinda Wilner | **$337,000** | | Alex Elezaj | **$321,000** | | Laura Lawson | **$255,000** | - The Captains Annual Bonus Plan is an annual cash bonus available to all 'Captains' (including NEOs, excluding the CEO) based on achieving company-wide financial and operational goals[469](index=469&type=chunk) - The Long-Term Incentive Plan (LTIP) for top executives is a cash plan funded by a pool equal to **3%** of annual net profit, paid in four equal annual installments to promote long-term decision making and retention[471](index=471&type=chunk) - For 2021, non-employee directors will receive an annual cash retainer of **$120,000**, a **$3,000** per-meeting fee, and an annual equity award of **1,000** shares of Class A common stock[477](index=477&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=91&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details beneficial ownership of common stock as of March 15, 2021, highlighting SFS Corp.'s majority control - As of March 15, 2021, SFS Corp. is the principal beneficial owner, holding **1,502,069,787** shares, representing **93.6%** of the stock and **79.0%** of the total voting power[480](index=480&type=chunk) - Mat Ishbia and Jeffrey A. Ishbia may be deemed to beneficially own the securities held by SFS Corp[482](index=482&type=chunk) - Justin Ishbia holds a pecuniary non-voting interest in SFS Corp. through trusts[482](index=482&type=chunk) - Other significant shareholders include Gores Sponsor IV, LLC (**13.3%**), Blackrock Inc. (**11.2%**), and Brandeerian, Ltd. (**7.3%**) of Class A Stock[480](index=480&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=93&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Discloses related party transactions, including leases with Ishbia family entities, and identifies independent directors - UWM leases its corporate campus from entities controlled by Jeffrey A. Ishbia and Mat Ishbia, incurring **$8.2 million** in lease expenses in 2020 and **$3.7 million** for an additional space[493](index=493&type=chunk)[494](index=494&type=chunk) - The company leases an aircraft from an entity controlled by Mat Ishbia for executive travel, incurring **$1.5 million** in related expenses in 2020[496](index=496&type=chunk) - UWM paid **$0.6 million** in 2020 for legal services to a law firm where founder Jeffrey A. Ishbia is a partner[495](index=495&type=chunk) - The Board has determined that Kelly Czubak, Isiah Thomas, and Robert Verdun are independent directors under NYSE and SEC rules[492](index=492&type=chunk) [Principal Accounting Fees and Services](index=95&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Details fees paid to independent accounting firms for 2019-2020 and the Audit Committee's pre-approval policy Fees Paid to KPMG LLP (Previous Auditor) | Fee Type | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | **$159,500** | **$91,500** | | All Other Fees | **$1,329,866** | **$0** | | **Total** | **$1,489,366** | **$91,500** | Fees Paid to Deloitte & Touche LLP (Current Auditor) | Fee Type | 2020 | | :--- | :--- | | Audit Fees | **$91,000** | | **Total** | **$91,000** | - The Audit Committee is responsible for appointing, compensating, and overseeing the independent registered public accounting firm and has a policy to pre-approve all audit and permissible non-audit services[505](index=505&type=chunk) Part IV [Exhibits, and Financial Statement Schedules](index=96&type=section&id=Item%2015.%20Exhibits%2C%20and%20Financial%20Statement%20Schedules) Lists all financial statements and exhibits filed with the Form 10-K, including key agreements and plans - This section lists all documents filed as part of the Form 10-K, including financial statements and exhibits[507](index=507&type=chunk) - Key exhibits filed include the Business Combination Agreement, Amended and Restated Registration Rights Agreement, Tax Receivable Agreement, and the 2020 Omnibus Incentive Plan[508](index=508&type=chunk)

Financial Data and Key Metrics Changes - UWM Holdings Corporation achieved a record origination of $54.7 billion in Q4 2020, with a gain margin of 305 basis points and net income of $1.37 billion, exceeding expectations by nearly $500 million [7] - For the full year 2020, the company reported $182.5 billion in mortgages, a gain margin of 249 basis points, and net earnings of $3.38 billion [8] - The average interest rate for UWM in Q4 2020 was 2.74%, compared to the industry average of 2.89%, resulting in a $28 monthly savings for consumers on a $350,000 loan [24] Business Line Data and Key Metrics Changes - UWM has maintained a 35% market share in the broker channel, with consistent growth every year since 2014 [13] - The company has focused on technology investments, rolling out significant enhancements in 2020 that are expected to pay off in subsequent years [14][15] - The average cost to produce a loan for UWM was under $5,800, significantly lower than the retail cost of $8,872 in 2019 [56] Market Data and Key Metrics Changes - The mortgage broker channel is expected to grow from 20% to 33% of the market by 2025, providing substantial opportunities for UWM [47] - UWM's average FICO score in 2020 was 757, ranking it among the top lenders in America [26] - The delinquency rate for UWM was below 2%, compared to the industry average of 4.7%, indicating strong credit quality [27] Company Strategy and Development Direction - UWM's strategy focuses on the wholesale mortgage broker channel, emphasizing speed, efficiency, and lower costs through proprietary technology [11][19] - The company plans to continue investing in technology and consumer education to drive growth in the broker channel [16][34] - UWM aims to maintain its position as a partner to brokers rather than a competitor, fostering loyalty and long-term relationships [102] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2021, expecting significant growth in origination volume and maintaining strong margins [10][60] - The regulatory environment is seen as favorable for UWM, with expectations of increased consumer protection benefiting the broker channel [44][45] - The company is prepared for potential market fluctuations, having built its business model to succeed in both low and high-rate environments [84] Other Important Information - UWM's liquidity position improved significantly, ending 2020 with $1.4 billion, up from $133 million at the end of 2019 [29][57] - A quarterly dividend of $0.10 was approved, reflecting the company's commitment to returning value to shareholders [41] Q&A Session Summary Question: How is UWM thinking about the rest of the year regarding guidance? - Management indicated a focus on quarterly updates while expressing confidence in a strong 2021, with potential upside in reported numbers [64][65] Question: Will UWM provide a full balance sheet and income statement in future releases? - Management confirmed that a full balance sheet and income statement would be included in the 10-K once audits are completed, with plans for more thorough disclosures in quarterly releases [68][69] Question: How does UWM view the growth of the broker channel? - Management believes growth will come from both new customers and gaining share within the channel, particularly as retail loan officers transition to the broker side [72][76] Question: What is the outlook for gain on sale margins? - Management expects margins to remain strong in 2021, with a normalized range anticipated in the future [82][85] Question: What is UWM's approach to FHA loans? - Management decided to reduce exposure to FHA loans due to higher delinquency rates but plans to reintroduce these products as market conditions improve [96][98] Question: How does UWM maintain loyalty among brokers? - UWM's strategy of not competing with brokers for clients fosters loyalty, leading to increased volume and market share [100][102]

Financing and Capital Structure - The Company raised an aggregate of $425,000,000 from its Public Offering and $10,500,000 from the sale of Private Placement Warrants to finance a Business Combination[30]. - The Company sold 42,500,000 units at a price of $10.00 per unit on January 28, 2020, generating gross proceeds of $425,000,000[65]. - The Company is committed to pay a deferred underwriting discount totaling $14,875,000 or 3.50% of the gross offering proceeds upon consummation of a Business Combination[79]. - The Company authorized the issuance of 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock[87]. - The Sponsor purchased 11,500,000 Founder Shares for an aggregate purchase price of $25,000, approximately $0.002 per share[68]. Trust Account and Assets - As of September 30, 2020, the Trust Account held $425,323,144, which is intended for a Business Combination and consisted of money market funds[58]. - The Company has $425,323,144 in money market funds held in its Trust Account as of September 30, 2020[84]. - The investment securities in the Trust Account consist entirely of money market funds, amounting to $425,323,144[131]. - As of September 30, 2020, the Trust Account held $425,323,144, which includes accrued interest and dividends, for the purpose of consummating the Business Combination[131]. - The effective annualized rate of return generated by the investments in the Trust Account was approximately 0.03% as of September 30, 2020[131]. Business Combination and Operations - The Company has 24 months from the IPO Closing Date to complete the Business Combination, or it will cease operations and redeem public shares[38]. - The Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[34]. - If the Company does not complete its Business Combination by January 28, 2022, it will redeem 100% of the common stock sold in the Public Offering[62]. - The Company will not redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001[51]. Financial Performance and Liabilities - The net loss per Class A Common Stock for the three months ended September 30, 2020, was $(0.10)[45]. - As of September 30, 2020, the Company had current liabilities of $4,502,000 and working capital of ($4,028,767) largely due to amounts owed to professionals and consultants[64]. - The Company incurred offering costs totaling $24,185,743, including $23,375,000 in underwriter's fees, which were charged to stockholders' equity[48]. Tax and Administrative Matters - The effective tax rate for the Company is estimated to be 21%[80]. - The Company has evaluated tax positions and concluded there was no impact related to uncertain tax positions for the period ended September 30, 2020[83]. - The Company has entered into an administrative services agreement to pay $20,000 a month for office space and support services[77]. Risk Management - The Company has not experienced losses on cash accounts that may exceed the Federal depository insurance coverage of $250,000[46]. - The company has not engaged in any hedging activities during the nine months ended September 30, 2020[132]. - There are no expectations for the company to engage in hedging activities regarding market risk exposure[132]. Shareholder Rights and Adjustments - The Company has waived rights to a conversion price adjustment with respect to any shares of common stock held in connection with the Proposed Business Combination[41].

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section provides the unaudited interim financial statements and related disclosures for Gores Holdings IV, Inc [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim financial statements for Gores Holdings IV, Inc. as of June 30, 2020, reflecting initial capitalization, trust account funding, and minimal operating activity post-IPO [Balance Sheets](index=3&type=section&id=Balance%20Sheets) The balance sheet as of June 30, 2020, reflects a significant asset increase to **$426.9 million** due to IPO proceeds in the Trust Account, with **$406.8 million** of Class A common stock classified as temporary equity Balance Sheet Comparison (Unaudited) | Financial Metric | June 30, 2020 (USD) | December 31, 2019 (USD) | | :--- | :--- | :--- | | **Total Assets** | **$426,922,501** | **$412,494** | | Cash and cash equivalents | $541,719 | $1,120 | | Investments and cash held in Trust Account | $426,051,648 | $— | | **Total Liabilities** | **$15,153,978** | **$426,496** | | Deferred underwriting compensation | $14,875,000 | $— | | Class A subject to possible redemption | $406,768,520 | $— | | **Total Stockholders' Equity** | **$5,000,003** | **($14,002)** | [Statements of Operations](index=4&type=section&id=Statements%20of%20Operations) For the six months ended June 30, 2020, the company reported a net income of **$468,268**, primarily from **$1.05 million** in Trust Account interest and dividend income, resulting in **$0.02** net income per Class A share Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2020 (USD) | Six Months Ended June 30, 2020 (USD) | | :--- | :--- | :--- | | Net loss from operations | ($234,825) | ($471,025) | | Interest and dividend income | $173,361 | $1,053,401 | | **Net Income/(Loss)** | **($48,557)** | **$468,268** | | Net income/(loss) per Class A share | ($0.00) | $0.02 | [Statement of Changes in Stockholders' Equity](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased from a **$14,002** deficit to a positive **$5.0 million** by June 30, 2020, driven by IPO and private placement proceeds, offset by offering costs and reclassification of redeemable stock - The company's equity position shifted from a deficit of **($14,002)** on January 1, 2020, to a positive equity of **$5,000,003** on June 30, 2020[16](index=16&type=chunk) - Key activities impacting equity include: **$425 million** proceeds from the IPO, **$10.5 million** from private placement warrants, offset by **$8.5 million** in underwriter discounts and **$14.9 million** in deferred underwriting compensation[16](index=16&type=chunk) [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash was primarily generated from **$426.5 million** in financing activities, largely used for **$426.1 million** in Trust Account investments, with **$141,616** from operating activities Cash Flow Summary for Six Months Ended June 30, 2020 (Unaudited) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash provided by operating activities | $141,616 | | Net cash used in investing activities | ($426,051,648) | | Net cash provided by financing activities | $426,450,631 | | **Increase in cash** | **$540,599** | | Cash at end of period | $541,719 | [Notes to Interim Financial Statements](index=7&type=section&id=Notes%20to%20Interim%20Financial%20Statements) The notes provide critical context, detailing the company's nature as a SPAC with a 24-month Business Combination deadline from its January 28, 2020 IPO, including Trust Account terms, related-party transactions, and accounting policies - The company is a SPAC formed to effect a Business Combination and completed its IPO on January 28, 2020[21](index=21&type=chunk)[22](index=22&type=chunk) - The company has 24 months from the IPO closing date (until January 28, 2022) to complete a Business Combination, or it will be required to liquidate and return funds from the Trust Account to public shareholders[30](index=30&type=chunk)[49](index=49&type=chunk) - The IPO of **42,500,000 units** at **$10.00 per unit** generated gross proceeds of **$425 million**, which was placed in a Trust Account[23](index=23&type=chunk)[53](index=53&type=chunk) - The Sponsor purchased **5,250,000 Private Placement Warrants** for **$10.5 million** and holds Founder Shares representing **20%** of outstanding common stock[56](index=56&type=chunk)[54](index=54&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check entity with no operations, reporting **$468,268** net income from Trust Account interest, and highlights **$426.1 million** in the Trust Account and **$541,719** in cash for working capital until the January 28, 2022, business combination deadline - The company is a blank check company formed to effect a Business Combination and has not yet identified a target[78](index=78&type=chunk) - For the six months ended June 30, 2020, the company reported net income of **$468,268**, primarily from interest earned on the Trust Account[81](index=81&type=chunk) Liquidity Position as of June 30, 2020 | Category | Amount (USD) | | :--- | :--- | | Cash held outside of Trust Account | $541,719 | | Funds held in Trust Account | ~$426.1 million | | Working Capital | $583,665 | - The IPO and private placement of warrants generated net proceeds of **$426,055,000**, of which **$425,000,000** was placed in the Trust Account[85](index=85&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure is limited to interest rate risk on **$426.1 million** in Trust Account investments, primarily money market funds with an approximate **0.05%** annualized return, and no hedging activities are undertaken - The primary market risk is interest rate fluctuations affecting the income generated from the Trust Account[96](index=96&type=chunk) - As of June 30, 2020, the Trust Account held **$426,051,648** in money market funds[96](index=96&type=chunk) - The company has not engaged in any hedging activities and does not expect to[97](index=97&type=chunk) [Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2020, the CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the most recent fiscal quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2020[99](index=99&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2020[101](index=101&type=chunk) [PART II—OTHER INFORMATION](index=20&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, unregistered sales of equity, and other disclosures [Legal Proceedings](index=20&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[102](index=102&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) This section highlights significant risks from the COVID-19 pandemic, which could adversely affect the company's ability to complete a business combination, with no other material changes to previously disclosed risk factors - The COVID-19 pandemic is identified as a significant risk that could materially and adversely affect the company's ability to complete a business combination[104](index=104&type=chunk) - Potential pandemic-related disruptions include restricted travel, inability to conduct meetings, and challenges in securing financing for a transaction[104](index=104&type=chunk)[105](index=105&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=20&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The report details unregistered sales of Founder Shares and Private Placement Warrants to the Sponsor, confirming **$425 million** of the **$426.1 million** net IPO proceeds were placed into the Trust Account, with remaining funds for working capital - The Sponsor purchased **11,500,000 Founder Shares** for **$25,000** and **5,250,000 Private Placement Warrants** for **$10.5 million** in unregistered transactions[107](index=107&type=chunk)[108](index=108&type=chunk) - From the IPO and private warrant sale, total net proceeds were **$426,055,000**, with **$425,000,000** deposited into the Trust Account[112](index=112&type=chunk) - As of June 30, 2020, approximately **$426.1 million** was held in the Trust Account, and the company had about **$541,719** of unrestricted cash[115](index=115&type=chunk) [Defaults Upon Senior Securities](index=21&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[116](index=116&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not Applicable[116](index=116&type=chunk) [Other Information](index=22&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[118](index=118&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including key corporate governance documents and officer certifications required under the Sarbanes-Oxley Act - The report includes a list of filed exhibits, such as key corporate governance documents and officer certifications[120](index=120&type=chunk)[121](index=121&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR None ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001‑39189 GORES HOLDINGS IV, INC. (Exact name of registrant as specified in its Charter) (State or other jurisdiction of (I.R. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission File Number: 001-39189 GORES HOLDINGS IV, INC (Exact name of registrant as specified in its Charter) | Delaware | 84-2124167 | | | --- | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | | incorporation or organization) | Identification No.) | | | 9800 Wilsh ...